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^*

Kadis Larry

(Last)

(First)

(Middle)

1150 WILLOW RD.

(Street)

NORTHBROOK

60062

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Pinstripes Holdings, Inc. [ PNST ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2023

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)
Class A Common Stock	12/29/2023		A⁽¹⁾⁽²⁾		719,982⁽³⁾	A	⁽¹⁾⁽²⁾	719,982	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)
Series B-1 Common Stock	⁽⁴⁾	12/29/2023		A⁽¹⁾⁽²⁾		53,811		⁽⁴⁾	12/29/2028⁽⁷⁾	Class A Common Stock	53,811	⁽⁴⁾	53,811	D
Series B-2 Common Stock	⁽⁵⁾	12/29/2023		A⁽¹⁾⁽²⁾		53,811		⁽⁵⁾	12/29/2028⁽⁷⁾	Class A Common Stock	53,811	⁽⁵⁾	53,811	D
Series B-3 Common Stock	⁽⁶⁾	12/29/2023		A⁽¹⁾⁽²⁾		86,098		⁽⁶⁾	⁽⁸⁾	Class A Common Stock	86,098	⁽⁶⁾	86,098	D
Stock options (right to buy)	$3.25	12/29/2023		A⁽¹⁾⁽²⁾		92,430		12/29/2023	09/26/2027	Class A Common Stock	92,430	⁽⁹⁾	92,430	D

Explanation of Responses:

1. Consists of securities acquired in connection with the transactions consummated on December 29, 2023 (the "Closing Date"), pursuant to that certain Second Amended and Restated Business Combination Agreement dated November 22, 2023 (as amended from time to time, the "Business Combination Agreement") by and among Banyan Acquisition Corporation ("Banyan"), Panther Merger Sub, Inc., a wholly owned subsidiary of Banyan ("Merger Sub") and Pinstripes Inc. ("Pinstripes"), pursuant to which (i) Merger Sub merged with and into Pinstripes, with Pinstripes surviving as a wholly owned subsidiary of Banyan (the "Merger") and, after given effect to such Merger, continuing as a wholly owned subsidiary and

2. (ii) Banyan changed its name to "Pinstripes Holdings, Inc." (the "Issuer") (the Merger and the other transactions contemplated by the Business Combination Agreement, the "Business Combination"). For purposes of the exemption under Rule 16b-3 promulgated under the Exchange Act, the Board of Banyan approved the acquisition of any direct or indirect pecuniary interest in any and all securities reported hereby by the reporting persons as a result of or in connection with the transactions reported in this Form 4.

3. Pursuant to the Business Combination Agreement and in connection with the closing of the Business Combination, each share of Pinstripes capital stock outstanding as of immediately prior to the effective time of the Merger was converted into a right to receive 1.85 shares of Banyan Class A Common Stock for each share of Pinstripes capital stock (the "Exchange Ratio"). On the effective date of the Business Combination, the closing price of Banyan's common stock was $10.90 per share.

4. The shares of Series B-1 common stock were issued pursuant to the Business Combination Agreement and in connection with the closing of the Business Combination and represent unvested interests in the Issuer. Each share of Series B-1 common stock will vest the first date on which the daily volume-weighted averages sale price of one (1) share of Class A Common Stock of the Issuer is greater than or equal to $12.00 for any twenty (20) trading days (which may or may not be consecutive) within one thirty (30) consecutive trading day period during the period commencing five (5) months after the Closing Date and ending on the fifth (5th) anniversary of the Closing Date.

5. The shares of Series B-2 common stock were issued pursuant to the Business Combination Agreement and in connection with the closing of the Business Combination and represent unvested interests in the Issuer. Each share of Series B-2 common stock will vest the first date on which the daily volume-weighted averages sale price of one (1) share of Class A Common Stock of the Issuer is greater than or equal to $14.00 for any twenty (20) trading days (which may or may not be consecutive) within one thirty (30) consecutive trading day period during the period commencing five (5) months after the Closing Date and ending on the fifth (5th) anniversary of the Closing Date.

6. The shares of Series B-3 common stock were issued pursuant to the Business Combination Agreement and in connection with the closing of the Business Combination and represent unvested interests in the Issuer. Each share of Series B-3 common stock will vest if the Issuer reports EBITDA equaling or exceeding $28 million in respect of the fiscal period starting on January 8, 2024 and ending on January 5, 2025.

7. Represents the date on which such class of common stock shall be forfeited for no consideration and cancelled if the applicable vesting condition has not been met.

8. Unvested shares of Series B-3 common stock will be forfeited for no consideration and cancelled on the day on which the Issuer publicly issues its earnings release for the Issuer's fiscal quarter ending January 5, 2025.

9. The option granted to Mr. Kadis was received in the Business Combination, in exchange for a stock option to acquire 50,000 shares of Pinstripes common stock for $6.00 per share, based upon the Exchange Ratio.

Remarks:

Anthony Querciagrossa, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to Pinstripes Holdings, Inc. filed with the Securities and Exchange Commission on January 3, 2023 by Larry Kadis.

	/s/ Anthony Querciagrossa, as attorney in fact for Larry Kadis	01/03/2024
	** Signature of Reporting Person	Date
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