SEC FORM 4

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Carrasco Ruy

(Last)

(First)

(Middle)

145 E. SNOW KING AVE - PO BOX 1045

(Street)

JACKSON

32001

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Brand Engagement Network Inc. [ BNAI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/14/2024		A		27,010⁽¹⁾	A	$0⁽¹⁾	27,010⁽¹⁾	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$0.1	03/14/2023		A		67,525⁽²⁾		⁽³⁾	05/01/2025	Common Stock	67,525⁽²⁾	$0	67,525⁽²⁾	D

Explanation of Responses:

1. On May 7, 2021, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") issued the Reporting Person a warrant to purchase 100,000 shares of Predecessor common stock. The Reporting Person converted these warrants in full on July 16, 2021 at a conversion price of $0.10 per share. 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 shares of Predecessor common stock were converted into shares of the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

2. On September 30, 2021, the Company provided the Reporting Person with an award of 250,000 stock options pursuant to the Predecessor's 2021 Incentive Stock Option Plan at an exercise price of $0.10 per share. Pursuant to the Predecessor's business combination with DHC, existing options of the Predecessor were assumed by the Company as the entity surviving the merger. These options have not yet been exercised. Shares reported herein are shares of the Company on an as-converted basis.

3. One fourth (1/4th) of the options reported herein vested on the one-year anniversary of the award date, with the remaining balance vesting in a series of thirty-six (36) monthly installments measured from the one-year anniversary of the award date.

Remarks:

Chief Informatics Medical Officer

	/s/ Ruy Carrasco	03/14/2024
	** Signature of Reporting Person	Date
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).
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