FaZe Holdings Inc - Ordinary Shares Form 4 FaZe / BRYANT R RILEY 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^*

B. Riley Financial, Inc.

(Last)

(First)

(Middle)

11100 SANTA MONICA BOULEVARD SUITE 800

(Street)

LOS ANGELES

90025

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2024

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/07/2024		J⁽³⁾		11,028,151⁽³⁾	D	⁽³⁾	0⁽³⁾	I	By. B. Riley Principal Investments, LLC⁽¹⁾⁽²⁾
Common Stock	03/07/2024		J⁽³⁾		200,000⁽³⁾	D	⁽³⁾	0⁽³⁾	D⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants (right to buy)	$11.5	03/07/2024		J⁽³⁾			156,001⁽³⁾	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	156,001⁽³⁾	⁽³⁾	0⁽³⁾	I	By. B. Riley Principal Investments, LLC⁽¹⁾⁽²⁾

1. Name and Address of Reporting Person^*

B. Riley Financial, Inc.

(Last)

(First)

(Middle)

11100 SANTA MONICA BOULEVARD SUITE 800

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

B. Riley Principal 150 Sponsor Co., LLC

(Last)

(First)

(Middle)

C/O B. RILEY PRINCIPAL 150 MERGER CORP.

299 PARK AVENUE, 21ST FLOOR

(Street)

NEW YORK

10171

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

B. RILEY PRINCIPAL INVESTMENTS, LLC

(Last)

(First)

(Middle)

11100 SANTA MONICA BLVD SUITE 800

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RILEY BRYANT R

(Last)

(First)

(Middle)

11100 SANTA MONICA BLVD SUITE 800

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

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. On March 7, 2024, GameSquare Holdings, Inc., a Delaware corporation ("GameSquare"), consummated the previously announced merger of FaZe Holdings Inc., a Delaware corporation ("FaZe" or the "Issuer"), by and among GameSquare, FaZe and a wholly owned subsidiary of GameSquare. At the effective time of the Merger, each outstanding share of FaZe Common Stock was converted into the right to receive 0.13091 of a fully paid non-assessable share of common stock of GameSquare. As a result, the previously reported shares and warrants of Common Stock of the Issuer owned by the Reporting Persons were converted and the Reporting Persons no longer beneficially own any shares or warrants of the Issuer.

4. Represents shares held directly by Bryant R. Riley.

5. The warrants are 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.	03/26/2024
	/s/ Kenneth Young, Chief Executive Officer of B. Riley Principal Investments, LLC, the Managing Member of B. Riley Principal 150 Sponsor Co., LLC	03/26/2024
	/s/ Kenneth Young, Chief Executive Officer of B. Riley Principal Investments, LLC	03/26/2024
	/s/ Bryant R. Riley	03/26/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FaZe Holdings Inc - Ordinary Shares (FAZE) Form 4FaZe / BRYANT R RILEY ownership change