Phuong Dao Nguyen - May 12, 2022 Form 4 Insider Report for BuzzFeed, Inc. (BZFD)

Role
Publisher
Signature
/s/ Rhonda Powell, as Attorney-in-Fact for Phuong Dao Nguyen
Stock symbol
BZFD
Transactions as of
May 12, 2022
Transactions value $
-$594,783
Form type
4
Date filed
6/7/2022, 05:11 PM
Previous filing
Feb 24, 2022
Next filing
Aug 17, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BZFD Class A Common Stock Options Exercise $0 +282K $0.00 282K Jun 5, 2022 Direct F1
transaction BZFD Class A Common Stock Options Exercise $0 +65.3K $0.00 65.3K Jun 5, 2022 Direct
transaction BZFD Class A Common Stock Tax liability -$595K -158K -45.61% $3.76* 189K Jun 5, 2022 Direct

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 Restricted Stock Units Award $0 +282K $0.00 282K May 12, 2022 Class A Common Stock 282K Direct F2, F3, F4, F5
transaction BZFD Restricted Stock Units Award $0 +76.5K $0.00 76.5K May 12, 2022 Class A Common Stock 76.5K Direct F2, F3, F5, F6
transaction BZFD Restricted Stock Units Options Exercise $0 -282K -100% $0.00* 0 Jun 5, 2022 Class A Common Stock 282K Direct F3, F4, F5
transaction BZFD Restricted Stock Units Options Exercise $0 -65.3K -85.42% $0.00 11.2K Jun 5, 2022 Class A Common Stock 65.3K Direct F3, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.
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.
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.