Christopher Gaertner - Mar 14, 2024 Form 4 Insider Report for Brand Engagement Network Inc. (BNAI)

Role: Director, 10%+ Owner
Signature: /s/ Christopher Gaertner
Stock symbol: BNAI
Transactions as of: Mar 14, 2024
Transactions value $: $0
Form type: 4
Date filed: 8/28/2024, 09:43 PM
Next filing: Mar 29, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BNAI	Common Stock	Other	$0	-1.78M	-22.88%	$0.00	6M	Mar 14, 2024	DHC Sponsor, LLC	F1, F2
transaction	BNAI	Common Stock	Award	$0	+151K	+2.52%	$0.00	6.15M	Aug 22, 2024	DHC Sponsor, LLC	F2, F3
transaction	BNAI	Common Stock	Other	$0	-6.07M	-98.7%	$0.00	80K	Aug 26, 2024	DHC Sponsor, LLC	F2, F4
transaction	BNAI	Common Stock	Other	$0	+691K		$0.00	691K	Aug 26, 2024	Direct	F5

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

Explanation of Responses:

Id	Content
F1	Reflects shares of common stock, par value $0.0001 per share (the "Common Stock"), of Brand Engagement Network Inc., a Delaware corporation (the "Company"), distributed by DHC Sponsor, LLC, a Delaware limited liability company (the "Sponsor"), to certain non-redemption holders in connection with the initial business combination of the Company.
F2	The securities reported herein are held by the Sponsor. The reporting person controls the Sponsor, and as such has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, or for any other purpose.
F3	On August 22, 2024, the Sponsor and the Company agreed to convert certain indebtedness into shares of Common Stock owed by the Company to the Sponsor in connection with the Company's initial business combination for which the Sponsor used to cover past expenses.
F4	On August 26, 2024, the Sponsor effected a pro rata distribution of shares (the "Distribution") of Common Stock to Sponsor's members, including 79,999 shares of Common Stock withheld to cover taxes and expenses.
F5	Reflects 691,183 shares of Common Stock, rounded to the nearest whole share, distributed to the reporting person in the Distribution which are now directly owned but remain subject to lockup restrictions.