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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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 SUITE 800 (Street) LOS ANGELES CA 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) 07/19/2022
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(3)	07/19/2022		J(4)		4,312,500(4)	A	(4)	4,832,500(4)(5)	I	By B. Riley Principal 150 Sponsor Co., LLC(1)(2)
Common Stock	07/19/2022		A(6)		7,342,500	A	$10	7,342,500	I	By. B. Riley Principal Investments, LLC(1)(2)
Common Stock	07/19/2022		A(7)		200,000	A	$10	200,000	D(8)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(4)	07/19/2022		J(4)			4,312,500(4)	(4)	(4)	Class A Common Stock	4,312,500(4)	(4)	0	I	By B. Riley Principal 150 Sponsor Co., LLC(1)(2)
Warrants (right to buy)	$11.5	07/19/2022		J(5)		173,333		(9)	(9)	Class A Common Stock	173,333	(5)	173,333	I	By B. Riley Principal 150 Sponsor Co., LLC(1)(2)

1. Name and Address of Reporting Person* B. Riley Financial, Inc. (Last) (First) (Middle) 11100 SANTA MONICA BOULEVARD, SUITE 800 SUITE 800 (Street) LOS ANGELES CA 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 NY 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 CA 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 CA 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. In connection with the consummation of the business combination (the "Business Combination") and pursuant to the Agreement and Plan of Merger, dated as of October 24, 2021 (as amended on December 29, 2021 and March 10, 2022, the "Merger Agreement"), by and among B. Riley Principal 150 Merger Corp., a Delaware corporation ("BRPM"), BRPM Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of BRPM ("Merger Sub"), and FaZe Clan Inc. ("Legacy FaZe"), pursuant to which Merger Sub merged with and into Legacy FaZe, with Legacy FaZe surviving as a wholly-owned subsidiary of BRPM (which subsequently changed its name to "FaZe Holdings Inc.", the "Issuer"), the Issuer adopted an Amended and Restated Certificate of Incorporation which re-classified the BRPM Class A Common Stock into shares of the Issuer's single class of Common Stock.

4. The shares of BRPM Class B common stock automatically converted into shares of BRPM Class A Common Stock at the time of the Business Combination on a one-for-one basis pursuant to the terms of the BRPM Class B common stock. Includes an aggregate of 2,156,250 shares subject to forfeiture if the vesting conditions set forth in the Sponsor Support Agreement dated as of October 24, 2021 ("Sponsor Support Agreement") by and among BRPM, Legacy FaZe, and the Sponsor are not met.

5. The Sponsor owned 520,000 of the Issuer's Private Placement Units, as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (the "Registration Statement"), which automatically separated into their component securities upon the closing of the Business Combination.

6. In connection with the Business Combination, BRPI acquired (i) an aggregate of 2,000,000 shares of Common Stock of the issuer at a price of $10.00 per share in a private placement pursuant to a Subscription Agreement dated as of October 24, 2021 by and among BRPM and BRPI and (ii) an aggregate of 5,342,500 shares of Common Stock of the issuer at a price of $10.00 per share in a private placement pursuant to the Sponsor Support Agreement dated as of October 24, 2021 by and among BRPM, Legacy FaZe, and B. Riley Principal 150 Sponsor Co., LLC ("Sponsor") and the Backstop Subscription Agreement dated as of July 19, 2022, by and between BRPM and BRPI.

7. In connection with the Business Combination, Bryant R. Riley acquired an aggregate of 200,000 shares of Common Stock of the issuer at a price of $10.00 per share in a private placement pursuant to a Subscription Agreement dated as of October 24, 2021 by and among BRPM and Bryant R. Riley.

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

9. The warrants will become 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.	07/21/2022
	/s/ Kenneth Young, Chief Executive Officer of B. Riley Principal Investments, LLC, the Managing Member of B. Riley Principal 150 Sponsor Co., LLC	07/21/2022
	/s/ Kenneth Young, Chief Executive Officer of B. Riley Principal Investments, LLC	07/21/2022
	/s/ Bryant R. Riley	07/21/2022
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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