Sec Form 4 Filing - Frank Edward H. @ Blaize Holdings, Inc. - 2025-01-13

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Frank Edward H.
2. Issuer Name and Ticker or Trading Symbol
Blaize Holdings, Inc. [ BZAI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O BLAIZE HOLDINGS, INC., 4659 GOLDEN FOOTHILL PARKWAY, SUITE 206
3. Date of Earliest Transaction (MM/DD/YY)
01/13/2025
(Street)
EL DORADO HILLS, CA95762
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/13/2025 A( 1 ) 90,999 A 90,999 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $ 0.57 01/13/2025 A( 2 ) 212,169 ( 3 ) 09/18/2033 Common Stock 212,169 ( 2 ) 212,169 D
Stock Option $ 1.18 01/13/2025 A( 2 ) 350,970 ( 3 ) 10/23/2034 Common Stock 350,970 ( 2 ) 350,970 D
Stock Option $ 1.18 01/13/2025 A( 2 ) 146,237 ( 4 ) 10/23/2034 Common Stock 146,237 ( 2 ) 146,237 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Frank Edward H.
C/O BLAIZE HOLDINGS, INC.
4659 GOLDEN FOOTHILL PARKWAY, SUITE 206
EL DORADO HILLS, CA95762
X
Signatures
/s/ Harminder Sehmi, Attorney-in-Fact 01/15/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents Earn-Out Shares, each of which represents a contingent right to receive one share of Common Stock if the trading price of the Issuer's Common Stock exceedscertain thresholds for 20 of 30 consecutive trading days post-closing of the Issuer's business combination.
( 2 )Represents securities received as part of the Issuer's business combination, in connection with 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.
( 3 )The stock option is fully vested and exercisable.
( 4 )The stock option vests as to one third of the underlying shares on December 1, 2025, and thereafter in 24 equal monthly installments

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.