Banzai International (BNZI) Form 3 Banzai International / Brad Shain ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

CP BF Lending, LLC

(Last) (First) (Middle)

1910 FAIRVIEW AVE E

SUITE 200

(Street)

SEATTLE WA 98102

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/10/2024

3. Issuer Name and Ticker or Trading Symbol
Banzai International, Inc. [ BNZI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	330,849(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Note	10/10/2024	02/19/2027(2)	Common Stock	2,279,271(1)	3.89	D
Common Stock Warrants (right to buy)	10/10/2024	(3)	Common Stock	304,704(1)	0.0001	D
Common Stock Warrants (right to buy)	10/10/2024	09/20/2029	Common Stock	565,553(1)	3.89	D

1. Name and Address of Reporting Person^*

CP BF Lending, LLC

(Last) (First) (Middle)

1910 FAIRVIEW AVE E

SUITE 200

(Street)

SEATTLE WA 98102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Shain Brad

(Last) (First) (Middle)

1910 FAIRVIEW AVE. SUITE 200

(Street)

SEATTLE WA 98102

(City) (State) (Zip)

Explanation of Responses:

1. Brad Shain may be deemed to have beneficial ownership of the shares held directly by CP BF Lending, LLC. Mr. Shain disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

2. The maturity date of the convertible note will be February 19, 2027 or, if earlier, the date on which the consolidated convertible loan becomes due and payable pursuant to the terms of the convertible note or any other loan document.

3. No expiration date.

	CP BF Lending, LLC, By: /s/ Brad Shain, President	10/21/2024
	By: /s/ Brad Shain	10/21/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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