Form 4 for BZFD BuzzFeed, Inc.
Accepted 2022-06-07 00:00:00 ET · period of report 2022-05-12 · accession 0001104659-22-069023 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2022-06-07 | 2022-06-05 | BZFD | Nguyen Phuong Dao | Publisher | F - Tax | $3.76 | -158.2K | 188.7K | -46% | -$594.8K |
| DM | 2022-06-07 | 2022-06-05 | BZFD | Nguyen Phuong Dao | Publisher | M - OptEx | $0.00 | +346.9K | 65.3K | New | $0 |
| DM | 2022-06-07 | 2022-05-12 | BZFD | Nguyen Phuong Dao | Publisher | A - Grant | $0.00 | +358.0K | 76.5K | New | $0 |
| DM | 2022-06-07 | 2022-06-05 | BZFD | Nguyen Phuong Dao | Publisher | M - OptEx | $0.00 | -346.9K | 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 | 2022-06-05 | F | D | 158,187 | $3.76 | 188,676 | D | — | — | |
| 2 | Common | Class A Common Stock | 2022-06-05 | M | A | 281,520 | $0.00 | 281,520 | D | — | — | (F1) These shares of Class A common stock reflect the settlement of restricted stock units of the Issuer ("RSUs") on June 5, 2022. Each RSU is convertible into a share of the Issuer's Class A common stock on a 1-for-1 basis. |
| 3 | Common | Class A Common Stock | 2022-06-05 | M | A | 65,343 | $0.00 | 65,343 | D | — | — | |
| 4 | Derivative | Restricted Stock Units | 2022-05-12 | A | A | 281,520 | $0.00 | 281,520 | D | — · — to — | 281,520 Class A Common Stock | (F2) Represents RSUs of the Issuer received pursuant to a business combination (the "Business Combination") which was effectuated in accordance with the terms of an Agreement and Plan of Merger dated as of June 24, 2021 (the "Merger Agreement") among (i) the Issuer, (ii) wholly-owned subsidiaries of the Issuer and (iii) the company formerly known as Buzzfeed, Inc. ("Original BuzzFeed"). At the Effective Time (as defined in the Merger Agreement), the Reporting Person's RSUs previously awarded by Original BuzzFeed with respect to shares of its Class A Common Stock were exchanged for replacement RSU awards of the Issuer, of an equivalent economic value, with respect to the Issuer's Class A common stock. The RSUs were subject to a liquidity event condition, which the board of directors of the Issuer waived on May 12, 2022. (F3) Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock, subject to the Reporting Person's continued status as a service provider to the Issuer. (F4) The RSUs service-vest on the following schedule: (a) 25% vest on January 1, 2018 and (b) the remaining 75% vest in 36 equal installments on each monthly anniversary thereafter. (F5) These RSUs do not expire. They either vest or are cancelled prior to the vesting date. |
| 5 | Derivative | Restricted Stock Units | 2022-06-05 | M | D | 65,343 | $0.00 | 11,157 | D | — · — to — | 65,343 Class A Common Stock | (F3) Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock, subject to the Reporting Person's continued status as a service provider to the Issuer. (F6) The RSUs service-vest on the following schedule: (a) 25% vest on January 1, 2020 and (b) the remaining 75% vest in 36 equal installments on each monthly anniversary thereafter. (F5) These RSUs do not expire. They either vest or are cancelled prior to the vesting date. |
| 6 | Derivative | Restricted Stock Units | 2022-06-05 | M | D | 281,520 | $0.00 | 0 | D | — · — to — | 281,520 Class A Common Stock | (F3) Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock, subject to the Reporting Person's continued status as a service provider to the Issuer. (F4) The RSUs service-vest on the following schedule: (a) 25% vest on January 1, 2018 and (b) the remaining 75% vest in 36 equal installments on each monthly anniversary thereafter. (F5) These RSUs do not expire. They either vest or are cancelled prior to the vesting date. |
| 7 | Derivative | Restricted Stock Units | 2022-05-12 | A | A | 76,500 | $0.00 | 76,500 | D | — · — to — | 76,500 Class A Common Stock | (F2) Represents RSUs of the Issuer received pursuant to a business combination (the "Business Combination") which was effectuated in accordance with the terms of an Agreement and Plan of Merger dated as of June 24, 2021 (the "Merger Agreement") among (i) the Issuer, (ii) wholly-owned subsidiaries of the Issuer and (iii) the company formerly known as Buzzfeed, Inc. ("Original BuzzFeed"). At the Effective Time (as defined in the Merger Agreement), the Reporting Person's RSUs previously awarded by Original BuzzFeed with respect to shares of its Class A Common Stock were exchanged for replacement RSU awards of the Issuer, of an equivalent economic value, with respect to the Issuer's Class A common stock. The RSUs were subject to a liquidity event condition, which the board of directors of the Issuer waived on May 12, 2022. (F3) Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock, subject to the Reporting Person's continued status as a service provider to the Issuer. (F6) The RSUs service-vest on the following schedule: (a) 25% vest on January 1, 2020 and (b) the remaining 75% vest in 36 equal installments on each monthly anniversary thereafter. (F5) These RSUs do not expire. They either vest or are cancelled prior to the vesting date. |