Lane Bess - Jan 13, 2025 Form 4 Insider Report for Blaize Holdings, Inc. (BZAI)

Role
Director
Signature
/s/ Harminder Sehmi, Attorney-in-Fact
Stock symbol
BZAI
Transactions as of
Jan 13, 2025
Transactions value $
$0
Form type
4
Date filed
1/15/2025, 08:46 PM
Next filing
Jul 2, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BZAI Common Stock Award +47.3K 47.3K Jan 13, 2025 Direct F1
transaction BZAI Common Stock Award +11.7M 11.7M Jan 13, 2025 By Bess Ventures and Advisory, LLC F2, F3
transaction BZAI Common Stock Award +443K 443K Jan 13, 2025 By Destin Huang Irrevocable Trust F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction BZAI Stock Option Award +185K 185K Jan 13, 2025 Common Stock 185K $1.18 Direct F6, F7
transaction BZAI Stock Option Award +187K 187K Jan 13, 2025 Common Stock 187K $1.18 Direct F6, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 Represents securities received as part of the Merger Agreement. Includes 52,619 Earn-Out Shares.
F5 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.
F6 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.
F7 The stock option is fully vested and exercisable.
F8 The stock option vests as to one third of the underlying shares on December 1, 2025 and thereafter in 24 equal monthly installments.