Bill T. Williams - Mar 14, 2024 Form 4 Insider Report for Brand Engagement Network Inc. (BNAI)

Role: Chief Financial Officer
Signature: /s/ Bill T. Williams
Stock symbol: BNAI
Transactions as of: Mar 14, 2024
Transactions value $: $0
Form type: 4
Date filed: 3/18/2024, 05:22 PM

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	BNAI	Stock Option (Right to Buy)	Award	$0	+270K		$0.00	270K	Mar 14, 2024	Common Stock	270K	$2.19	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On October 26, 2023, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") provided the Reporting Person with an award of 1,000,000 stock options pursuant to the Predecessor's 2021 Incentive Stock Option Plan. Pursuant to the Predecessor's business combination with DHC Acquisition Corp., a former Cayman Islands corporation ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058), existing options of the Predecessor were assumed by the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.
F2	Options reported herein vest in a series of thirty-six (36) successive equal monthly installments beginning on the one-year anniversary of the grant date, subject to the Reporting Person's continuous service with the Company as of such date.

Content

On October 26, 2023, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") provided the Reporting Person with an award of 1,000,000 stock options pursuant to the Predecessor's 2021 Incentive Stock Option Plan. Pursuant to the Predecessor's business combination with DHC Acquisition Corp., a former Cayman Islands corporation ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058), existing options of the Predecessor were assumed by the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

Options reported herein vest in a series of thirty-six (36) successive equal monthly installments beginning on the one-year anniversary of the grant date, subject to the Reporting Person's continuous service with the Company as of such date.