UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
FaZe Holdings
Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
31423J 102
(CUSIP
Number)
Nick Lewin
c/o FaZe Holdings Inc.
720 N. Cahuenga Blvd., Los Angeles, CA 90038
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 26, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box: ☐
NOTE: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
|
|
CUSIP No. 31423J 102 |
|
Page
2
of 9 Pages |
|
|
|
|
|
|
|
1. |
|
Names of Reporting Persons.
Nick Lewin |
2. |
|
Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
|
3. |
|
SEC Use Only
|
4. |
|
Source of Funds (See
Instructions) WC |
5. |
|
Check if Disclosure of
Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) |
6. |
|
Citizenship or Place of
Organization United
States |
|
|
|
|
|
|
|
Number of
Shares Beneficially
Owned by Each
Reporting Person
With: |
|
7. |
|
Sole Voting Power
1,710,014 (1) (2) |
|
8. |
|
Shared Voting Power
0 |
|
9. |
|
Sole Dispositive Power
440,211 (1) (3) |
|
10. |
|
Shared Dispositive Power
0 |
|
|
|
|
|
|
|
11. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,710,014 (1) |
12. |
|
Check box if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ |
13. |
|
Percent of Class
Represented by Amount in Row (11) 2.4% (4) |
14. |
|
Type of Reporting
Person IN |
(1) |
As the sole manager of the sole general partner of each of CPH Phase II SPV LP (Phase II) and CPH
Phase III SPV LP (Phase III), Mr. Lewin may be deemed the beneficial owner of the referenced shares owned directly by Phase II and Phase III. With respect to the referenced shares owned directly by Phase II and Phase III,
Mr. Lewin disclaims beneficial ownership thereof, except to the extent of his pecuniary interest therein. |
(2) |
In addition to the referenced shares owned directly by Phase II and Phase III, this number includes the
following shares owned directly by Mr. Lewin: (x) 20,000 restricted shares of the Common Stock of the Issuer, par value $0.0001 per share (Common Stock), awarded by the Issuer to Mr. Lewin in his capacity as a member of the
Issuers Board of Directors; and (y) an aggregate of 297,197 shares of Common Stock received by Mr. Lewin, in his capacity as a limited partner of Phase II and Phase III, in the distributions-in-kind commenced by each of Phase II and Phase III on January 26, 2023, as more fully described elsewhere in this Amendment No. 1 to Schedule 13D (the DIK Shares).
|
(3) |
In addition to the referenced shares owned directly by Phase III, this number includes the DIK Shares.
|
(4) |
Calculation of the percentage of Common Stock beneficially owned is based on 72,506,849 shares of Common Stock
outstanding as of November 14, 2022, as reported on the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, filed by the Issuer with the Securities and
Exchange Commission on November 14, 2022. |
|
|
|
CUSIP No. 31423J 102 |
|
Page
3
of 9 Pages |
|
|
|
|
|
|
|
1. |
|
Names of Reporting Persons.
CPH Phase II SPV LP |
2. |
|
Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
|
3. |
|
SEC Use Only
|
4. |
|
Source of Funds (See
Instructions) WC |
5. |
|
Check if Disclosure of
Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) |
6. |
|
Citizenship or Place of
Organization
Delaware |
|
|
|
|
|
|
|
Number of
Shares Beneficially
Owned by Each
Reporting Person
With: |
|
7. |
|
Sole Voting Power
730,794 |
|
8. |
|
Shared Voting Power
0 |
|
9. |
|
Sole Dispositive Power
0 |
|
10. |
|
Shared Dispositive Power
0 |
|
|
|
|
|
|
|
11. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
730,794 |
12. |
|
Check box if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ |
13. |
|
Percent of Class
Represented by Amount in Row (11) 1.0% (1) |
14. |
|
Type of Reporting
Person PN |
(1) |
Calculation of the percentage of Common Stock beneficially owned is based on 72,506,849 shares of Common Stock
outstanding as of November 14, 2022, as reported on the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, filed by the Issuer with the Securities and
Exchange Commission on November 14, 2022. |
|
|
|
CUSIP No. 31423J 102 |
|
Page
4
of 9 Pages |
|
|
|
|
|
|
|
1. |
|
Names of Reporting Persons.
CPH Phase III SPV LP |
2. |
|
Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
|
3. |
|
SEC Use Only
|
4. |
|
Source of Funds (See
Instructions) WC |
5. |
|
Check if Disclosure of
Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) |
6. |
|
Citizenship or Place of
Organization
Delaware |
|
|
|
|
|
|
|
Number of
Shares Beneficially
Owned by Each
Reporting Person
With: |
|
7. |
|
Sole Voting Power
662,023 |
|
8. |
|
Shared Voting Power
0 |
|
9. |
|
Sole Dispositive Power
143,014 |
|
10. |
|
Shared Dispositive Power
0 |
|
|
|
|
|
|
|
11. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
662,023 |
12. |
|
Check box if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ |
13. |
|
Percent of Class
Represented by Amount in Row (11) 0.9% (1) |
14. |
|
Type of Reporting
Person PN |
(1) |
Calculation of the percentage of Common Stock beneficially owned is based on 72,506,849 shares of Common Stock
outstanding as of November 14, 2022, as reported on the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, filed by the Issuer with the Securities and
Exchange Commission on November 14, 2022. |
|
|
|
CUSIP No. 31423J 102 |
|
Page
5
of 9 Pages |
|
|
|
|
|
|
|
1. |
|
Names of Reporting Persons.
CPH Holdings VII, LLC |
2. |
|
Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
|
3. |
|
SEC Use Only
|
4. |
|
Source of Funds (See
Instructions) WC |
5. |
|
Check if Disclosure of
Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) |
6. |
|
Citizenship or Place of
Organization
Delaware |
|
|
|
|
|
|
|
Number of
Shares Beneficially
Owned by Each
Reporting Person
With: |
|
7. |
|
Sole Voting Power
1,392,817 (1) |
|
8. |
|
Shared Voting Power
0 |
|
9. |
|
Sole Dispositive Power
143,014 (1) |
|
10. |
|
Shared Dispositive Power
0 |
|
|
|
|
|
|
|
11. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,392,817 (1) |
12. |
|
Check box if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ |
13. |
|
Percent of Class
Represented by Amount in Row (11) 1.9% (2) |
14. |
|
Type of Reporting
Person OO (Limited Liability Company) |
(1) |
As the sole general partner of each of CPH Phase II SPV LP (Phase II) and CPH Phase III SPV LP
(Phase III), CPH Holdings VII, LLC may be deemed the beneficial owner of the referenced shares owned directly by Phase II and Phase III. With respect to the referenced shares owned directly by Phase II and Phase III, CPH Holdings VII,
LLC disclaims beneficial ownership thereof, except to the extent of its pecuniary interest therein. |
(2) |
Calculation of the percentage of Common Stock beneficially owned is based on 72,506,849 shares of Common Stock
outstanding as of November 14, 2022, as reported on the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, filed by the Issuer with the Securities and
Exchange Commission on November 14, 2022. |
|
|
|
CUSIP No. 31423J 102 |
|
Page
6
of 9 Pages |
Explanatory Note
This Amendment No. 1 (this Amendment No. 1) amends the statement on Schedule 13D (the Original Schedule 13D
and, as so amended, this Schedule 13D) filed by the Reporting Persons identified in this Amendment No. 1 (the Reporting Persons) with the Securities and Exchange Commission (the SEC) on July 19, 2022,
relating to the shares of Common Stock, par value $0.0001 per share (the Common Stock), of FaZe Holdings Inc., a Delaware corporation (the Issuer), whose principal executive offices are located at 720 N. Cahuenga Blvd., Los
Angeles, CA 90038.
Items 3, 4 and 5 of the Original Schedule 13D are hereby amended and supplemented as follows:
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Original Schedule 13D is hereby amended and supplemented to add the following information:
The Reporting Persons as of January 26, 2023, after giving effect to the pro rata distributions-in-kind described in Item 4 of this Schedule 13D, have beneficial ownership of less than 5% of the outstanding Common Stock and are therefore discontinuing any reporting obligation under
Section 13(d) of the Securities Exchange Act of 1934 (the Securities Exchange Act).
Item 4. Purpose of Transaction.
Item 4 of the Original Schedule 13D is hereby amended and supplemented to add the following information:
On January 26, 2023, each of CPH Phase II SPV LP (Phase II) and CPH Phase III SPV LP (Phase III) commenced
a pro rata distribution-in-kind to its limited partners, for no additional consideration from such limited partners, of the following respective numbers of shares of
Common Stock then held by such entity: Phase II, 9,220,565 such shares; and Phase III, 6,405,423 such shares. After giving effect to these distributions-in-kind, Phase
II holds a total of 730,794 shares of Common Stock (all of which are Earnout Shares (as such term is defined in Item 3 of this Schedule 13D)), representing approximately 1.0% of the outstanding Common Stock, and Phase III holds a total of 662,023
such shares (519,009 of which are Earnout Shares), representing approximately 0.9% of the outstanding Common Stock. Pursuant to these distributions-in-kind, in his
capacity as a limited partner of each of Phase II and Phase III, Mr. Lewin received 111,449 shares of Common Stock from Phase II, and 185,748 such shares from Phase III, representing in aggregate approximately 0.4% of the outstanding Common
Stock.
The aggregate number and percentage of the shares of Common Stock beneficially owned as of January 26, 2023, after giving
effect to the pro rata distributions-in-kind described in this Item 4, by each Reporting Person and, for such Reporting Person, the number of such shares as to which
there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13
of the respective cover pages of Amendment No. 1 to this Schedule 13D and are incorporated herein by reference. Each of CPH Holdings VII, LLC, the sole general partner of each of Phase II and Phase III (the GP), and Mr. Lewin,
the sole manager of the GP, disclaims beneficial ownership of the remaining shares of Common Stock held by Phase II and Phase III, except to the extent of his or its pecuniary interest therein. The Reporting Persons as of January 26, 2023,
after giving effect to the pro rata distributions-in-kind described in this Item 4, have beneficial ownership of less than 5% of the outstanding Common Stock and are
therefore discontinuing any reporting obligation under Section 13(d) of the Securities Exchange Act.
Item 5. Interest in Securities of
the Issuer.
Parts (a) and (b) of Item 5 of the Original Schedule 13D are hereby amended and restated to read in their entirety as
follows:
|
|
|
CUSIP No. 31423J 102 |
|
Page
7
of 9 Pages |
(a) and (b) The following disclosure assumes that there are 72,506,849 shares of
Common Stock issued and outstanding, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, filed with the SEC on November 14, 2022.
As of January 26, 2023, after giving effect to the pro rata
distributions-in-kind described in Item 4 of this Schedule 13D, 730,794 shares of Common Stock are directly held by Phase II, which represents approximately 1.0% of the
outstanding Common Stock, and 662,023 such shares are directly held by Phase III, which represents approximately 0.9% of the outstanding Common Stock.
The text added to Item 4 of this Schedule 13D pursuant to Amendment No. 1 thereto is hereby incorporated by reference into parts
(a) and (b) of this Item 5.
Part (c) of Item 5 of the Original Schedule 13D is hereby amended and restated to read in its
entirety as follows:
(c) Except as set forth in this Schedule 13D, the Reporting Persons have not effected any transactions in the
Common Stock during the 60 days prior to the date of Amendment No. 1 to this Schedule 13D.
Part (e) of Item 5 of the
Original Schedule 13D is hereby amended and restated to read in its entirety as follows:
(e) As of January 26, 2023, after
giving effect to the pro rata distributions-in-kind described in Item 4 of this Schedule 13D, the Reporting Persons ceased to have beneficial ownership of more than 5%
of the outstanding Common Stock and are therefore discontinuing any reporting obligation under Section 13(d) of the Securities Exchange Act.
|
|
|
CUSIP No. 31423J 102 |
|
Page
8
of 9 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: January 27, 2023
|
|
|
|
|
/s/ Nick Lewin |
Nick Lewin |
|
CPH HOLDINGS VII, LLC |
|
|
By: |
|
/s/ Nick Lewin |
Name: |
|
Nick Lewin |
Its: |
|
Manager |
|
CPH PHASE II SPV LP |
|
|
By: |
|
CPH Holdings VII, LLC |
Its: |
|
General Partner |
|
|
|
|
|
By: |
|
/s/ Nick Lewin |
|
|
Name: |
|
Nick Lewin |
|
|
Its: |
|
Manager |
|
CPH PHASE III SPV LP |
|
|
By: |
|
CPH Holdings VII, LLC |
Its: |
|
General Partner |
|
|
|
|
|
By: |
|
/s/ Nick Lewin |
|
|
Name: |
|
Nick Lewin |
|
|
Its: |
|
Manager |
B Riley Principal 150 Me... (NASDAQ:BRPM)
Historical Stock Chart
Von Mai 2024 bis Jun 2024
B Riley Principal 150 Me... (NASDAQ:BRPM)
Historical Stock Chart
Von Jun 2023 bis Jun 2024