Blaize (BZAI) Form 4 Blaize / Lane Bess 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

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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^*

Bess Lane

(Last) (First) (Middle)

C/O BLAIZE HOLDINGS, INC.

4659 GOLDEN FOOTHILL PARKWAY, SUITE 206

(Street)

EL DORADO HILLS CA 95762

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Blaize Holdings, Inc. [ BZAI ]

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)
01/13/2025

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	01/13/2025		A(1)		47,341	A	(1)	47,341	D
Common Stock	01/13/2025		A(2)		11,653,976	A	(2)	11,653,976	I	By Bess Ventures and Advisory, LLC(3)
Common Stock	01/13/2025		A(4)		442,587	A	(4)	442,587	I	By Destin Huang Irrevocable Trust(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
Stock Option	$1.18	01/13/2025		A(6)		185,234		(7)	10/23/2034	Common Stock	185,234	(6)	185,234	D
Stock Option	$1.18	01/13/2025		A(6)		187,379		(8)	10/23/2034	Common Stock	187,379	(6)	187,379	D

Explanation of Responses:

1. Represents Earn-Out Shares, each of which represents a contingent right to receive one share of Common Stock if the trading price of the Issuer's Common Stock exceeds certain thresholds for 20 of 30 consecutive trading days post-closing of the Issuer's business combination.

2. Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger, dated as of December 22, 2023 and amended on April 22, 2024, October 24, 2024 and November 21, 2024 (the "Merger Agreement"), by and between the Issuer (formerly BurTech Acquisition Corp.), BurTech Merger Sub Inc., Blaize, Inc. ("Legacy Blaize") and for the limited purposes set forth therein, Burkhan Capital LLC. Includes 1,207,193 Earn-Out Shares. Also includes 1,500,000 shares of Common Stock that BurTech LP LLC is obligated to deliver to Bess Ventures and Advisory, LLC pursuant to two promissory notes.

3. The reporting person is the managing member and owner of Bess Ventures and Advisory, LLC and therefore may be deemed to share beneficial ownership over such shares.

4. Represents securities received as part of the Merger Agreement. Includes 52,619 Earn-Out Shares.

5. Represents securities held by the Coral Gables Trust Company, as Trustee of the Destin Huang Irrevocable Trust Dated October 19, 2021 (the "Trust"). The reporting person is the Investment Fiduciary of the Trust and therefore may be deemed to share beneficial ownership over such shares.

6. Represents securities received as part of the Merger Agreement, pursuant to which securities of Legacy Blaize were automatically converted into the right to receive stock options of the Issuer as set forth in the Merger Agreement.

7. The stock option is fully vested and exercisable.

8. The stock option vests as to one third of the underlying shares on December 1, 2025 and thereafter in 24 equal monthly installments.

	/s/ Harminder Sehmi, Attorney-in-Fact	01/15/2025
	** 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).
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