Comcast Corp - Dec 4, 2023 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 4, 2023
Transactions value $
$0
Form type
4
Date filed
12/6/2023, 04:22 PM
Previous filing
Feb 21, 2023
Next filing
May 23, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BZFD Class A Common Stock Conversion of derivative security +1.2M +6.15% 20.7M Dec 4, 2023 By Subsidiary F1, F3

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 Conversion of derivative security $0 -1.2M -100% $0.00* 0 Dec 4, 2023 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 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.
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.
F3 NBCU is a wholly owned subsidiary of NBCUniversal, LLC; NBCUniversal, LLC is a wholly owned subsidiary of Comcast Corporation.