05/12/2026 | Press release | Distributed by Public on 05/12/2026 17:17
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Earnout Shares | (5) | (5) | 01/13/2030 | Common Stock | 47,341 | 47,341(2) | D | ||||||||
| Employee Stock Option (right to purchase)(6) | $1.18 | (7) | 10/23/2034 | Common Stock | 185,234 | 185,234 | D | ||||||||
| Employee Stock Option (right to purchase)(6) | $1.18 | (8) | 10/23/2034 | Common Stock | 187,379 | 187,379 | D | ||||||||
| Restricted Stock Units | (9) | (10) | (10) | Common Stock | 159,250 | 159,250 | D | ||||||||
| Earnout Shares | (5) | (5) | 01/13/2030 | Common Stock | 1,207,193 | 1,207,193 | I | By Bess Ventures and Advisory, LLC(3) | |||||||
| Earnout Shares | (5) | (5) | 01/13/2030 | Common Stock | 52,619 | 52,619 | I | By Destin Huang Irrevocable Trust(4) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Bess Lane C/O BLAIZE HOLDINGS, INC. 4659 GOLDEN FOOTHILL PARKWAY, SUITE 206 EL DORADO, CA 95762 |
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| /s/ Harminder Sehmi, as Attorney-in-Fact | 05/12/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (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. |
| (2) | 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. |
| (3) | 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. |
| (4) | 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. |
| (5) | 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. |
| (6) | 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. |
| (7) | The stock option is fully vested and exercisable. |
| (8) | The stock option vests as to one third of the underlying shares on December 1, 2025 and thereafter in 24 equal monthly installments. |
| (9) | Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. |
| (10) | Represents an award of restricted stock units which vest in accordance with the applicable grant agreement. |
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Remarks: Bess Ventures and Advisory, LLC files separate Section 16 reports from the Reporting Person. |
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