Blaize Holdings (NASDAQ: BZAI) director updates 2M-share debt settlement and equity awards
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Blaize Holdings, Inc. director Bess Lane reported updated ownership in common and derivative securities, largely reflecting holding positions and internal reclassifications rather than open‑market trades. The primary new item is an entry showing 2,000,000 shares of common stock held indirectly by Bess Ventures and Advisory, LLC after an "other" code transaction.
According to the disclosure, these shares were acquired by Bess Ventures and Advisory, LLC in good faith in connection with a previously contracted debt and are treated as exempt from Section 16(b). The filing also shifts prior earnout shares, restricted stock units, and options into the derivative table with no new transactions in those positions since the last Form 4, and it details remaining earnout rights and stock options tied to the company’s earlier business combination and merger agreement.
Positive
- None.
Negative
- None.
Insights
Filing shows a debt-settlement share transfer and updated derivative holdings, not open-market trading.
The disclosure centers on 2,000,000 Blaize Holdings common shares now reflected as indirectly held by Bess Ventures and Advisory, LLC after an "other" transaction. A footnote explains these were acquired in good faith to settle a previously contracted debt and qualify for a Section 16(b) exemption.
Most remaining entries simply recast existing positions: earnout shares, restricted stock units, and stock options are moved into the derivative table with no new transactions since the prior Form 4. The derivative summary lists sizable earnout rights and options with a $1.18 exercise price expiring in 2034, indicating the director retains meaningful long-term equity exposure rather than trading actively in the stock.
Insider Trade Summary
8 transactions reported
Mixed
8 txns
Insider
Bess Lane
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Stock | 2,000,000 | $0.00 | -- |
| holding | Earnout Shares | -- | -- | -- |
| holding | Employee Stock Option (right to purchase) | -- | -- | -- |
| holding | Employee Stock Option (right to purchase) | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Earnout Shares | -- | -- | -- |
| holding | Earnout Shares | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 12,446,783 shares (Indirect, By Bess Ventures and Advisory, LLC);
Earnout Shares — 47,341 shares (Direct, null);
Employee Stock Option (right to purchase) — 185,234 shares (Direct, null);
Restricted Stock Units — 159,250 shares (Direct, null);
Earnout Shares — 1,207,193 shares (Indirect, By Bess Ventures and Advisory, LLC)
Footnotes (1)
- Represents shares of Issuer's common stock acquired by Bess Ventures and Advisory, LLC in good faith in connection with a debt previously contracted. Accordingly, such acquisition is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended. In the reporting person's prior Form 4 filings, earnout shares and restricted stock units had been reported in Table I. These holdings have been moved to Table II, and there have been no transactions in such holdings since the reporting person's last Form 4 filing. 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. 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. On January 13, 2025, the date of the Issuer's business combination, the reporting person received earnout shares in respect of the Issuer's business combination. Each eanout share represents a contingent right to receive one share of the Issuer's 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. Represents securities received as part of 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, 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. The stock option is fully vested and exercisable. The stock option vests as to one third of the underlying shares on December 1, 2025 and thereafter in 24 equal monthly installments. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. Represents an award of restricted stock units which vest in accordance with the applicable grant agreement.
Key Figures
Debt-settlement common shares: 2,000,000 shares
Indirect common shares after transaction: 12,446,783 shares
Earnout shares via Destin Huang Trust: 52,619 shares
+5 more
8 metrics
Debt-settlement common shares
2,000,000 shares
Common Stock, other-code transaction via Bess Ventures and Advisory, LLC
Indirect common shares after transaction
12,446,783 shares
Common Stock held indirectly by Bess Ventures and Advisory, LLC
Earnout shares via Destin Huang Trust
52,619 shares
Earnout Shares, indirect, underlying common stock
Earnout shares via Bess Ventures
1,207,193 shares
Earnout Shares, indirect, underlying common stock
Restricted stock units
159,250 units
RSUs, direct, each for one share of common stock
Fully vested stock options
187,379 options at $1.18
Employee Stock Option, fully vested, expiration 2034-10-23
Additional stock options
185,234 options at $1.18
Employee Stock Option, vesting one-third 2025-12-01 then monthly, expiring 2034-10-23
Direct earnout shares
47,341 shares
Earnout Shares, direct, underlying common stock, expiration 2030-01-13
Key Terms
Earnout Shares, Restricted Stock Units, Employee Stock Option (right to purchase), Section 16(b), +1 more
5 terms
Restricted Stock Units financial
"Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Employee Stock Option (right to purchase) financial
"Represents securities received as part of that certain Agreement and Plan of Merger... converted into the right to receive stock options of the Issuer."
Section 16(b) regulatory
"Accordingly, such acquisition is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended."
A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.
Agreement and Plan of Merger regulatory
"Represents securities received as part of that certain Agreement and Plan of Merger, dated as of December 22, 2023."
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
FAQ
What did Blaize Holdings (BZAI) director Bess Lane report in this Form 4?
The Form 4 reports updated holdings for director Bess Lane, including 2,000,000 Blaize Holdings common shares indirectly held by Bess Ventures and Advisory, LLC, plus various earnout shares, restricted stock units, and stock options, largely reflecting existing positions rather than new open-market trades.
What Blaize Holdings (BZAI) derivative positions does Bess Lane hold after this Form 4?
After this filing, Bess Lane holds multiple derivative positions: earnout shares linked to common stock, fully vested options for 187,379 shares at $1.18, additional options for 185,234 shares at $1.18 vesting over time, and 159,250 restricted stock units, all providing future equity exposure.