Sec Form 3 Filing - Ava Investors SA @ Blaize Holdings, Inc. - 2025-01-13

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
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1. Name and Address of Reporting Person
Ava Investors SA
2. Issuer Name and Ticker or Trading Symbol
Blaize Holdings, Inc. [ BAIZ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
RUE DU RHONE 78
3. Date of Earliest Transaction (MM/DD/YY)
01/13/2025
(Street)
GENEVA, V81204
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 17,716,892 I See footnotes ( 1 ) ( 2 )
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
Earnout Rights ( 3 ) ( 3 ) 01/13/2030 Common Stock 2,390,547 I See footnotes ( 1 ) ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ava Investors SA
RUE DU RHONE 78
GENEVA, V81204
X
Ava Private Markets S.a r.l.
6, RUE DICKS L-1417
LUXEMBOURG, GRAND DUCHY OF, N4
X
Debray Barthelemy
RUE DU RHONE 78
GENEVA, V81204
X
Mahieu Raphaelle
RUE DU RHONE 78
GENEVA, V81204
X
Hazan Benjamin
RUE DU RHONE 78
GENEVA, V81204
X
Signatures
/s/ See Signatures Included in Exhibit 99.1 01/21/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents securities received pursuant to that certain Agreement and Plan of Merger, dated as of December 22, 2023 (as amended on April 22, 2024, October 24, 2024 and November 21, 2024, the "Merger Agreement"), by and among the Issuer (f/k/a BurTech Acquisition Corp.), BurTech Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer, Blaize, Inc., a Delaware corporation ("Blaize") and for the limited purposes set forth therein, Burkhan Capital LLC, a Delaware limited liability company, pursuant to which Merger Sub merged with and into Blaize (the "Merger"), with Blaize surviving the Merger as a wholly owned subsidiary of the Issuer, and shares of common stock of Blaize converted into (i) Common Stock of the Issuer, and (ii) the right to receive Earnout Shares (as defined below).
( 2 )Consists of 17,716,892 shares of Common Stock of the Issuer held by Ava Private Markets S.a r.l. ("Ava Private Markets") and affiliates. Ava Investors S.A. is the investment manager of Ava Private Markets and exercises investment power with respect to the securities held by Ava Private Markets. Barthelemy Debray, Raphaelle Mahieu and Benjamin Hazan may be deemed to exercise investment power with respect to the securities. Each of the persons above disclaims any beneficial ownership of the securities, except to the extent of any pecuniary interest therein.
( 3 )Each earnout right represents a contingent right to receive one share of the Issuer's Common Stock (each, an "Earnout Share") upon the satisfaction of certain price thresholds for a period ending on the five-year anniversary of the closing of the Issuer's business combination. Pursuant to an "earnout" provision in the Merger Agreement, the Earnout Shares may be issued in four separate tranches based upon the closing price of one share of the Issuer's Common Stock for any twenty trading days within any thirty consecutive trading day period following the closing of the Issuer's business combination.

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