Comcast Corp - Dec 3, 2021 Form 4 Insider Report for BuzzFeed, Inc. (BZFD)

Role
10%+ Owner
Signature
/s/ Elizabeth Wideman, Senior Vice President, Senior Deputy General Counsel and Assistant Secretary, Comcast Corporation
Stock symbol
BZFD
Transactions as of
Dec 3, 2021
Transactions value $
$0
Form type
4
Date filed
1/10/2022, 05:13 PM
Next filing
Feb 1, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction BZFD Convertible Rights Other +1.2M 1.2M Dec 3, 2021 Class A Common Stock 1.2M By Subsidiary F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects 1,200,000 shares currently held in escrow pursuant to an 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.
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 Escrow Agent (as defined in the Escrow Agreement) shall transfer to NBCU a number of shares of Class A Common Stock or Class B Common Stock ("Make-Whole Shares") 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 expires on December 3, 2023.
F3 NBCUniversal Media, LLC is a wholly owned subsidiary of NBCUniversal, LLC; NBCUniversal, LLC is a wholly owned subsidiary of Comcast Corporation.