John S. Johnson III - Jun 23, 2022 Form 4 Insider Report for BuzzFeed, Inc. (BZFD)

Role
Member of 10% Group
Signature
/s/ John S. Johnson, III
Stock symbol
BZFD
Transactions as of
Jun 23, 2022
Transactions value $
$0
Form type
4
Date filed
8/22/2022, 06:00 PM
Previous filing
Dec 10, 2021
Next filing
Sep 6, 2023

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 +31.5K 31.5K Jun 23, 2022 Direct F1
transaction BZFD Class A Common Stock Conversion of derivative security +5.55M 5.55M Jun 23, 2022 By Johnson BF, LLC F1, F2

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 Class B Common Stock Conversion of derivative security $0 -31.5K -100% $0.00* 0 Jun 23, 2022 Class A Common Stock 31.5K Direct F1, F3
transaction BZFD Class B Common Stock Conversion of derivative security $0 -5.55M -100% $0.00* 0 Jun 23, 2022 Class A Common Stock 5.55M By Johnson BF, LLC F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Class B Common Stock was converted into one share of Class A Common Stock of the issuer for no additional consideration at the option of the Reporting Person.
F2 These shares are directly held by Johnson BF, LLC, of which John S. Johnson, III is the sole member.
F3 Each share of Class B Common Stock is convertible into one share of Class A Common Stock of the issuer at the election of the Reporting Person at any time; provided; however, that each share of Class B Common Stock shall automatically be converted into Class A Common Stock on a one for one basis on the earlier of: (i) the date of death of Jonah Peretti or (ii) the date specified by the affirmative vote of the holders of a majority of the Class B Common Stock then outstanding. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value (subject to certain exceptions).

Remarks:

John S. Johnson, III and Johnson BF, LLC (collectively, the "Johnson Parties") may be deemed to be members of a "group," within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 with Jonah Peretti and Jonah Peretti, LLC (together, "Peretti"). The Johnson Parties do not have any pecuniary interest in any shares beneficially owned by Peretti, and the Johnson Parties disclaim beneficial ownership of such shares.