Form 4 for BZFD BuzzFeed, Inc.
Accepted 2021-12-07 00:00:00 ET · period of report 2021-12-03 · accession 0001209191-21-068436 · 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 | 2021-12-07 | 2021-12-03 | BZFD | Rothstein Adam | Dir | A - Grant | $10.00 | +100.0K | 6.95M | +1% | +$1.00M |
| DI | 2021-12-07 | 2021-12-03 | BZFD | Rothstein Adam | Dir | M - OptEx | — | +6.20M | 6.85M | +942% | — |
| DI | 2021-12-07 | 2021-12-03 | BZFD | Rothstein Adam | Dir | M - OptEx | $0.00 | -6.20M | 0 | -100% | $0 |
| DI | 2021-12-07 | 2021-12-03 | BZFD | Rothstein Adam | Dir | A - Grant | $30.00 | +252.5K | 252.5K | New | +$7.58M |
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 | 2021-12-03 | A | A | 100,000 | $10.00 | 6,952,540 | I By 200 Park Avenue Partners, LLC | — | — | (F3) In connection the consummation of the Business Combination, the issuer issued the securities described in this row to Park Avenue, as its sponsor in the Business Combination, in satisfaction of a $1,000,000 working capital loan from Park Avenue to the issuer. |
| 2 | Common | Class A Common Stock | 2021-12-03 | M | A | 6,195,040 | — | 6,852,540 | I By 200 Park Avenue Partners, LLC | — | — | (F1) On the transaction date (the "Completion Date"), pursuant to the issuer's Amended and Restated Certificate of Incorporation, as amended, each share of the issuer's Class F Common Stock automatically converted into one share of the issuer's Class A Common Stock upon completion of the business combination (the "Business Combination") entered into by and among: (i) the issuer; (ii) wholly-owned subsidiaries of the issuer; and (iii) the company formerly known as Buzzfeed, Inc. ("Original BuzzFeed"). (F2) The shares are directly held by 200 Park Avenue Partners, LLC ("Park Avenue"), which was the issuer's sponsor for the Business Combination. As of the Completion Date and as of the date hereof, the reporting person is not a managing member of Park Avenue. The reporting person disclaims all voting and investment power over the securities held by Park Avenue. Further, the reporting person disclaims beneficial ownership of the securities held by Park Avenue except to the extent of his individual pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934 (as amended, the "Act") or for any other purpose. |
| 3 | Derivative | Class F Common Stock | 2021-12-03 | M | D | 6,195,040 | $0.00 | 0 | I By 200 Park Avenue Partners, LLC | — · — to — | 6,195,040 Class A Common Stock | (F2) The shares are directly held by 200 Park Avenue Partners, LLC ("Park Avenue"), which was the issuer's sponsor for the Business Combination. As of the Completion Date and as of the date hereof, the reporting person is not a managing member of Park Avenue. The reporting person disclaims all voting and investment power over the securities held by Park Avenue. Further, the reporting person disclaims beneficial ownership of the securities held by Park Avenue except to the extent of his individual pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934 (as amended, the "Act") or for any other purpose. (F1) On the transaction date (the "Completion Date"), pursuant to the issuer's Amended and Restated Certificate of Incorporation, as amended, each share of the issuer's Class F Common Stock automatically converted into one share of the issuer's Class A Common Stock upon completion of the business combination (the "Business Combination") entered into by and among: (i) the issuer; (ii) wholly-owned subsidiaries of the issuer; and (iii) the company formerly known as Buzzfeed, Inc. ("Original BuzzFeed"). |
| 4 | Derivative | Private Placement Warrants (right to buy) | 2021-12-03 | A | A | 252,500 | $30.00 | 252,500 | I By 200 Park Avenue Partners, LLC | $11.50 · — to — | 252,500 Class A Common Stock | (F2) The shares are directly held by 200 Park Avenue Partners, LLC ("Park Avenue"), which was the issuer's sponsor for the Business Combination. As of the Completion Date and as of the date hereof, the reporting person is not a managing member of Park Avenue. The reporting person disclaims all voting and investment power over the securities held by Park Avenue. Further, the reporting person disclaims beneficial ownership of the securities held by Park Avenue except to the extent of his individual pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934 (as amended, the "Act") or for any other purpose. (F4) The private placement warrants were acquired from the issuer in connection with its initial public offering, the terms of which are described under the heading "Description of Securities" in the issuer's registration statement on Form S-1 (File No. 333-251650). Each private placement warrant is exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share, subject to certain adjustments. The private placement warrants are reported as acquired for purposes of Section 16 of the Act concurrently with the completion of the Business Combination, because they did not become derivative securities until the Completion Date pursuant to their exercise terms. |