Form 4 for BZFD BuzzFeed, Inc.
Accepted 2023-12-06 00:00:00 ET · period of report 2023-12-04 · accession 0000950103-23-017253 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2023-12-06 | 2023-12-04 | BZFD | COMCAST CORP | 10% | C - Cnv Deriv | — | +1.20M | 20.71M | +6% | — |
| DI | 2023-12-06 | 2023-12-04 | BZFD | COMCAST CORP | 10% | C - Cnv Deriv | $0.00 | -1.20M | 0 | -100% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2023-12-04 | C | A | 1,200,000 | — | 20,707,693 | I By Subsidiary | — | — | (F1) Reflects the exempt conversion pursuant to Rule 16b-6 of Convertible Rights into shares of Class A Common Stock pursuant to the terms of the Amended and Restated Escrow Agreement (the "Escrow Agreement") dated as of December 3, 2021 and entered into by and among: (i) PNC Bank, National Association; (ii) NBCUniversal Media, LLC ("NBCU"); (iii) Jonah Peretti; and (iv) Jonah Peretti, LLC. (F3) NBCU is a wholly owned subsidiary of NBCUniversal, LLC; NBCUniversal, LLC is a wholly owned subsidiary of Comcast Corporation. |
| 2 | Derivative | Convertible Rights | 2023-12-04 | C | D | 1,200,000 | $0.00 | 0 | I By Subsidiary | — · — to — | 1,200,000 Class A Common Stock | (F1) Reflects the exempt conversion pursuant to Rule 16b-6 of Convertible Rights into shares of Class A Common Stock pursuant to the terms of the Amended and Restated Escrow Agreement (the "Escrow Agreement") dated as of December 3, 2021 and entered into by and among: (i) PNC Bank, National Association; (ii) NBCUniversal Media, LLC ("NBCU"); (iii) Jonah Peretti; and (iv) Jonah Peretti, LLC. (F3) NBCU is a wholly owned subsidiary of NBCUniversal, LLC; NBCUniversal, LLC is a wholly owned subsidiary of Comcast Corporation. (F2) Pursuant to the terms of the Escrow Agreement, if the daily volume-weighted average price of one share of Class A Common Stock of the Issuer for the 15 consecutive trading days ending on the date that is one trading day immediately prior to the earlier of (x) a Parent Change of Control (as defined in the Escrow Agreement) and (y) December 3, 2023 is less than $12.50 per share, then the Convertible Rights shall convert for no consideration into shares of Class A Common Stock or Class B Common Stock, with the Escrow Agent (as defined in the Escrow Agreement) transferring to NBCU a number of shares of Class A Common Stock or Class B Common Stock, as applicable, up to a maximum of 1,200,00 shares, as determined in accordance with the Escrow Agreement (or, at the election of Jonah Peretti, LLC, in an equivalent cash amount). The Escrow Agreement expired on December 3, 2023. |