FaZe Holdings Inc - Ordinary Shares (FAZE) Form 4 FaZe / Calvin Cordozar Jr. Broadus ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Broadus Calvin Cordozar Jr.

(Last) (First) (Middle)

C/O FAZE HOLDINGS INC.

720 N. CAHUENGA BLVD.

(Street)

LOS ANGELES CA 90038

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FaZe Holdings Inc. [ FAZE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/19/2022

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/19/2022		A(1)		218,914	A	(1)	218,914	I	See footnote(2)
Common Stock	07/19/2022		A(1)		17,350(3)	A	(1)	236,264	I	See footnote(2)
Common Stock	07/19/2022		A(1)		29,187	A	(1)	29,187	I	See footnote(4)
Common Stock	07/19/2022		A(1)		2,313(3)	A	(1)	31,500	I	See footnote(4)
Common Stock	07/19/2022		A(1)		29,187	A	(1)	29,187	I	See footnote(5)
Common Stock	07/19/2022		A(1)		2,313(3)	A	(1)	31,500	I	See footnote(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects securities acquired pursuant to the terms of the Merger Agreement, dated as of October 24, 2021, as amended from time to time (the "Merger Agreement"), entered into by and among B. Riley Principal 150 Merger Corp. (which subsequently changed its name to "FaZe Holdings Inc.", the "Issuer"), FaZe Clan Inc. ("Old FaZe"), and BRPM Merger Sub, Inc., a wholly owned subsidiary of B. Riley Principal 150 Merger Corp., pursuant to which the Issuer acquired Old FaZe (the "Business Combination"). Pursuant to the terms of the Merger Agreement, each share of Old FaZe common stock outstanding, Old FaZe option and Old FaZe restricted stock award outstanding immediately prior to the closing of the Business Combination was entitled to receive 2.2267 shares of Issuer common stock, option, or restricted stock award, respectively, and certain earnout shares ("Earn-out Shares"). The Business Combination closed on July 19, 2022 (the "Closing Date").

2. Reflects restricted stock awards as of the Closing Date that vest monthly in equal installments until June 17, 2024, held directly by Spanky's Clothing Inc. The reporting person may be deemed to indirectly control Spanky's Clothing Inc.

3. Reflects Earn-Out shares which will vest and no longer be subject to forfeiture if, at any time during the period commencing 90 days after the Closing Date and ending on the fifth anniversary of the Closing Date, the volume-weighted average price of the Issuer common stock exceeds certain thresholds as discussed below. One-third of these Earn-out Shares will vest if the volume-weighted average price of Issuer common stock equals or exceeds $12.00 for any 20 trading days within any 30 trading day period, one-third will vest if the volume-weighted average price of the Issuer common stock equals or exceeds $14.00 for any 20 trading days within any 30 trading day period, and one-third will vest if the volume-weighted average price of the Issuer common stock equals or exceeds $16.00 for any 20 trading days within any 30 trading day period.

4. Reflects restricted stock awards as of the Closing Date that vest monthly in equal installments until June 17, 2024, held directly by Boss Lady Entertainment Inc. The reporting person may be deemed to indirectly control Boss Lady Entertainment Inc.

5. Reflects restricted stock awards as of the Closing Date that vest monthly in equal installments until June 17, 2024, held directly by SMAC Entertainment Inc. The reporting person may be deemed to indirectly control SMAC Entertainment Inc.

Remarks:

	/s/ Helen Webb, as Attorney-in-Fact	07/21/2022
	** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.