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 |
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| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol FaZe Holdings Inc. [ FAZE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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(3) | 07/19/2022 | J(4) | 4,312,500(4) | A | (4) | 4,832,500(4)(5) | I | By B. Riley Principal 150 Sponsor Co., LLC(1)(2) | ||
| Common Stock | 07/19/2022 | A(6) | 7,342,500 | A | $10 | 7,342,500 | I | By. B. Riley Principal Investments, LLC(1)(2) | ||
| Common Stock | 07/19/2022 | A(7) | 200,000 | A | $10 | 200,000 | D(8) | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Class B Common Stock | (4) | 07/19/2022 | J(4) | 4,312,500(4) | (4) | (4) | Class A Common Stock | 4,312,500(4) | (4) | 0 | I | By B. Riley Principal 150 Sponsor Co., LLC(1)(2) | |||
| Warrants (right to buy) | $11.5 | 07/19/2022 | J(5) | 173,333 | (9) | (9) | Class A Common Stock | 173,333 | (5) | 173,333 | I | By B. Riley Principal 150 Sponsor Co., LLC(1)(2) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. B. Riley Principal Investments, LLC ("BRPI") is the managing member of B. Riley Principal 150 Sponsor Co., LLC ("Sponsor") and is a wholly-owned subsidiary of B. Riley Financial, Inc. ("BRF"). BRPI and BRF have voting and dispositive power over the securities held by the Sponsor. As a result, BRF may be deemed to indirectly beneficially own the securities directly held by BRPI, and each of BRPI and BRF may be deemed to indirectly beneficially own the securities directly held by the Sponsor. |
| 2. Bryant R. Riley is the Co-Chief Executive Officer and Chairman of the Board of Directors of BRF. As a result, Bryant R. Riley may be deemed to indirectly beneficially own the securities directly held by the Sponsor and BRPI. Each of BRF, the Sponsor, BRPI, and Bryant R. Riley disclaims beneficial ownership of any securities reported herein, except to the extent of its/his respective pecuniary interest therein, directly or indirectly. |
| 3. In connection with the consummation of the business combination (the "Business Combination") and pursuant to the Agreement and Plan of Merger, dated as of October 24, 2021 (as amended on December 29, 2021 and March 10, 2022, the "Merger Agreement"), by and among B. Riley Principal 150 Merger Corp., a Delaware corporation ("BRPM"), BRPM Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of BRPM ("Merger Sub"), and FaZe Clan Inc. ("Legacy FaZe"), pursuant to which Merger Sub merged with and into Legacy FaZe, with Legacy FaZe surviving as a wholly-owned subsidiary of BRPM (which subsequently changed its name to "FaZe Holdings Inc.", the "Issuer"), the Issuer adopted an Amended and Restated Certificate of Incorporation which re-classified the BRPM Class A Common Stock into shares of the Issuer's single class of Common Stock. |
| 4. The shares of BRPM Class B common stock automatically converted into shares of BRPM Class A Common Stock at the time of the Business Combination on a one-for-one basis pursuant to the terms of the BRPM Class B common stock. Includes an aggregate of 2,156,250 shares subject to forfeiture if the vesting conditions set forth in the Sponsor Support Agreement dated as of October 24, 2021 ("Sponsor Support Agreement") by and among BRPM, Legacy FaZe, and the Sponsor are not met. |
| 5. The Sponsor owned 520,000 of the Issuer's Private Placement Units, as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (the "Registration Statement"), which automatically separated into their component securities upon the closing of the Business Combination. |
| 6. In connection with the Business Combination, BRPI acquired (i) an aggregate of 2,000,000 shares of Common Stock of the issuer at a price of $10.00 per share in a private placement pursuant to a Subscription Agreement dated as of October 24, 2021 by and among BRPM and BRPI and (ii) an aggregate of 5,342,500 shares of Common Stock of the issuer at a price of $10.00 per share in a private placement pursuant to the Sponsor Support Agreement dated as of October 24, 2021 by and among BRPM, Legacy FaZe, and B. Riley Principal 150 Sponsor Co., LLC ("Sponsor") and the Backstop Subscription Agreement dated as of July 19, 2022, by and between BRPM and BRPI. |
| 7. In connection with the Business Combination, Bryant R. Riley acquired an aggregate of 200,000 shares of Common Stock of the issuer at a price of $10.00 per share in a private placement pursuant to a Subscription Agreement dated as of October 24, 2021 by and among BRPM and Bryant R. Riley. |
| 8. Represents shares held directly by Bryant R. Riley. |
| 9. The warrants will become exercisable 30 days after the completion of the Business Combination. The warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. |
| /s/ Bryant R. Riley, the Co-Chief Executive Officer of B. Riley Financial, Inc. | 07/21/2022 | |
| /s/ Kenneth Young, Chief Executive Officer of B. Riley Principal Investments, LLC, the Managing Member of B. Riley Principal 150 Sponsor Co., LLC | 07/21/2022 | |
| /s/ Kenneth Young, Chief Executive Officer of B. Riley Principal Investments, LLC | 07/21/2022 | |
| /s/ Bryant R. Riley | 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. | ||