Sec Form 4 Filing - B. Riley Financial, Inc. @ FaZe Holdings Inc. - 2022-12-06

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
B. Riley Financial, Inc.
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)
(Last) (First) (Middle)
11100 SANTA MONICA BOULEVARD SUITE 800,
3. Date of Earliest Transaction (MM/DD/YY)
12/06/2022
(Street)
LOS ANGELES, CA90025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/06/2022 J( 3 ) 4,312,500 D 0 I By B. Riley Principal 150 Sponsor Co., LLC( 1 )( 2 )
Common Stock 12/06/2022 J( 3 ) 3,217,651 A 11,028,151( 4 ) I By. B. Riley Principal Investments, LLC( 1 )( 2 )
Common Stock 200,000 D( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Warrants (right to buy) $ 11.5 ( 6 ) ( 6 ) Class A Common Stock 156,001 156,001( 4 ) I By. B. Riley Principal Investments, LLC( 1 )( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
B. Riley Financial, Inc.
11100 SANTA MONICA BOULEVARD SUITE 800
LOS ANGELES, CA90025
X
B. Riley Principal 150 Sponsor Co., LLC
C/O B. RILEY PRINCIPAL 150 MERGER CORP.
299 PARK AVENUE, 21ST FLOOR
NEW YORK, NY10171
X
B. RILEY PRINCIPAL INVESTMENTS, LLC
11100 SANTA MONICA BOULEVARD SUITE 800
LOS ANGELES, CA90025
X
RILEY BRYANT R
11100 SANTA MONICA BOULEVARD SUITE 800
LOS ANGELES, CA90025
X
Signatures
/s/ Bryant R. Riley, the Co-Chief Executive Officer of B. Riley Financial, Inc. 12/13/2022
Signature of Reporting Person Date
/s/ Kenneth Young, Chief Executive Officer of B. Riley Principal Investments, LLC, the Managing Member of B. Riley Principal 150 Sponsor Co., LLC 12/13/2022
Signature of Reporting Person Date
/s/ Kenneth Young, Chief Executive Officer of B. Riley Principal Investments, LLC 12/13/2022
Signature of Reporting Person Date
/s/ Bryant R. Riley 12/13/2022
Signature of Reporting Person Date
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 )Represents a distribution to BRPI and the members of the Sponsor for no consideration.
( 4 )Represents 468,000 shares and 156,001 warrants previously held directly by the Sponsor and subsequently transferred to BRPI.
( 5 )Represents shares held directly by Bryant R. Riley.
( 6 )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.

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).
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