InsiderTrades

Form 4 for BZFD BuzzFeed, Inc.

Accepted 2021-12-07 00:00:00 ET · period of report 2021-12-03 · accession 0001209191-21-068378 · 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 2021-12-07 2021-12-03 BZFD COLEMAN GREGORY Dir A - Grant — +442.6K 442.6K New —
DMI 2021-12-07 2021-12-03 BZFD COLEMAN GREGORY Dir A - Grant — +193.9K 12.5K New —
D 2021-12-07 2021-12-03 BZFD COLEMAN GREGORY Dir A - Grant — +1.59M 1.59M New —

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#TableSecurityDateCodeA/DSharesPriceOwned afterOwnExercise / expiryUnderlyingFootnotes
1 Common Class A Common Stock 2021-12-03 A A 442,597 — 442,597 D By The Audrey Amelia Coleman 2014 Trust — — (F1) 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), each share of Original BuzzFeed Class A Common Stock issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive 0.306 shares of the issuer's Class A Common Stock (rounded down to the nearest whole share), upon the terms and subject to the conditions set forth in the Merger Agreement. (F2) Held by The Audrey Amelia Coleman 2014 Trust, of which Mr. Coleman's brother is the trustee. Mr. Coleman disclaims beneficial ownership of the shares held of record by The Audrey Amelia Coleman 2014 Trust except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934 (as amended, the "Act") or for any other purpose.
2 Common Class A Common Stock 2021-12-03 A A 13,089 — 13,089 I By The Benjamin Coleman 2000 Trust — — (F1) 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), each share of Original BuzzFeed Class A Common Stock issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive 0.306 shares of the issuer's Class A Common Stock (rounded down to the nearest whole share), upon the terms and subject to the conditions set forth in the Merger Agreement. (F3) Held by The Benjamin Coleman 2000 Trust, of which Mr. Coleman's brother is the trustee. Mr. Coleman disclaims beneficial ownership of the shares held of record by The Benjamin Coleman 2000 Trust except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of the securities for purposes of Section 16 of the Act or for any other purpose.
3 Common Class A Common Stock 2021-12-03 A A 51,722 — 51,722 I By The Coleman 2014 Family Trust — — (F1) 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), each share of Original BuzzFeed Class A Common Stock issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive 0.306 shares of the issuer's Class A Common Stock (rounded down to the nearest whole share), upon the terms and subject to the conditions set forth in the Merger Agreement. (F4) Held by The Coleman 2014 Family Trust, of which Mr. Coleman's brother is the trustee. Mr. Coleman disclaims beneficial ownership of the shares held of record by The Coleman 2014 Family Trust except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of the securities for purposes of Section 16 of the Act or for any other purpose.
4 Common Class A Common Stock 2021-12-03 A A 51,722 — 51,722 I — — (F1) 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), each share of Original BuzzFeed Class A Common Stock issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive 0.306 shares of the issuer's Class A Common Stock (rounded down to the nearest whole share), upon the terms and subject to the conditions set forth in the Merger Agreement.
5 Common Class A Common Stock 2021-12-03 A A 13,089 — 13,089 I By The Melissa Coleman 2000 Trust — — (F1) 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), each share of Original BuzzFeed Class A Common Stock issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive 0.306 shares of the issuer's Class A Common Stock (rounded down to the nearest whole share), upon the terms and subject to the conditions set forth in the Merger Agreement. (F6) Held by The Melissa Coleman 2000 Trust, of which Mr. Coleman's brother is the trustee. Mr. Coleman disclaims beneficial ownership of the shares held of record by The Melissa Coleman 2000 Trust except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of the securities for purposes of Section 16 of the Act or for any other purpose.
6 Common Class A Common Stock 2021-12-03 A A 51,722 — 51,722 I By The Stephen Coleman 2000 Trust — — (F1) 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), each share of Original BuzzFeed Class A Common Stock issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive 0.306 shares of the issuer's Class A Common Stock (rounded down to the nearest whole share), upon the terms and subject to the conditions set forth in the Merger Agreement. (F7) Held by The Stephen Coleman 2000 Trust, of which Mr. Coleman's brother is the trustee. Mr. Coleman disclaims beneficial ownership of the shares held of record by The Stephen Coleman 2000 Trust except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of the securities for purposes of Section 16 of the Act or for any other purpose.
7 Common Class A Common Stock 2021-12-03 A A 12,538 — 12,538 I By The Eloise Marie Coleman 2016 Trust — — (F1) 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), each share of Original BuzzFeed Class A Common Stock issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive 0.306 shares of the issuer's Class A Common Stock (rounded down to the nearest whole share), upon the terms and subject to the conditions set forth in the Merger Agreement. (F5) Held by The Eloise Marie Coleman 2016 Trust, of which Mr. Coleman's brother is the trustee. Mr. Coleman disclaims beneficial ownership of the shares held of record by The Eloise Marie Coleman 2016 Trust except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of the securities for purposes of Section 16 of the Act or for any other purpose.
8 Derivative Stock Option (Right to Buy) 2021-12-03 A A 1,594,854 — 1,594,854 D $5.31 · — to 2022-12-31 1,594,854 Class A Common Stock (F8) In connection with the consummation of the Business Combination, at the Effective Time, the reporting person's stock option previously awarded by Original BuzzFeed for shares of its Class B Common Stock was exchanged for a substitute option award, of an equivalent economic value, which shall vest and become exercisable for shares of the issuer's Class A Common Stock. (F9) This award is fully vested.