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

Role
Director
Signature
/s/ Rhonda Powell, as Attorney-in-Fact for Gregory Coleman
Stock symbol
BZFD
Transactions as of
Dec 3, 2021
Transactions value $
$0
Form type
4
Date filed
12/7/2021, 04:34 PM
Previous filing
Dec 3, 2021
Next filing
Feb 24, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BZFD Class A Common Stock Award +443K 443K Dec 3, 2021 Direct F1
transaction BZFD Class A Common Stock Award +13.1K 13.1K Dec 3, 2021 By The Audrey Amelia Coleman 2014 Trust F1, F2
transaction BZFD Class A Common Stock Award +51.7K 51.7K Dec 3, 2021 By The Benjamin Coleman 2000 Trust F1, F3
transaction BZFD Class A Common Stock Award +12.5K 12.5K Dec 3, 2021 By The Coleman 2014 Family Trust F1, F4
transaction BZFD Class A Common Stock Award +13.1K 13.1K Dec 3, 2021 By The Eloise Marie Coleman 2016 Trust F1, F5
transaction BZFD Class A Common Stock Award +51.7K 51.7K Dec 3, 2021 By The Melissa Coleman 2000 Trust F1, F6
transaction BZFD Class A Common Stock Award +51.7K 51.7K Dec 3, 2021 By The Stephen Coleman 2000 Trust F1, F7

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 Stock Option (Right to Buy) Award +1.59M 1.59M Dec 3, 2021 Class A Common Stock 1.59M $5.31 Direct F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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), each share of Original BuzzFeed Class A Common Stock issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive 0.306 shares of the issuer's Class A Common Stock (rounded down to the nearest whole share), upon the terms and subject to the conditions set forth in the Merger Agreement.
F2 Held by The Audrey Amelia Coleman 2014 Trust, of which Mr. Coleman's brother is the trustee. Mr. Coleman disclaims beneficial ownership of the shares held of record by The Audrey Amelia Coleman 2014 Trust except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934 (as amended, the "Act") or for any other purpose.
F3 Held by The Benjamin Coleman 2000 Trust, of which Mr. Coleman's brother is the trustee. Mr. Coleman disclaims beneficial ownership of the shares held of record by The Benjamin Coleman 2000 Trust except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of the securities for purposes of Section 16 of the Act or for any other purpose.
F4 Held by The Coleman 2014 Family Trust, of which Mr. Coleman's brother is the trustee. Mr. Coleman disclaims beneficial ownership of the shares held of record by The Coleman 2014 Family Trust except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of the securities for purposes of Section 16 of the Act or for any other purpose.
F5 Held by The Eloise Marie Coleman 2016 Trust, of which Mr. Coleman's brother is the trustee. Mr. Coleman disclaims beneficial ownership of the shares held of record by The Eloise Marie Coleman 2016 Trust except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of the securities for purposes of Section 16 of the Act or for any other purpose.
F6 Held by The Melissa Coleman 2000 Trust, of which Mr. Coleman's brother is the trustee. Mr. Coleman disclaims beneficial ownership of the shares held of record by The Melissa Coleman 2000 Trust except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of the securities for purposes of Section 16 of the Act or for any other purpose.
F7 Held by The Stephen Coleman 2000 Trust, of which Mr. Coleman's brother is the trustee. Mr. Coleman disclaims beneficial ownership of the shares held of record by The Stephen Coleman 2000 Trust except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of the securities for purposes of Section 16 of the Act or for any other purpose.
F8 In connection with the consummation of the Business Combination, at the Effective Time, the reporting person's stock option previously awarded by Original BuzzFeed for shares of its Class B Common Stock was exchanged for a substitute option award, of an equivalent economic value, which shall vest and become exercisable for shares of the issuer's Class A Common Stock.
F9 This award is fully vested.