Adam Rothstein - 03 Dec 2021 Form 4 Insider Report for BuzzFeed, Inc. (BZFD)

Role
Director
Signature
/s/ Rhonda Powell, as Attorney-in-Fact for Adam Rothstein
Issuer symbol
BZFD
Transactions as of
03 Dec 2021
Net transactions value
+$8,575,000
Form type
4
Filing time
07 Dec 2021, 18:14:35 UTC
Previous filing
30 Nov 2021
Next filing
14 Feb 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BZFD Class A Common Stock Options Exercise +6,195,040 +942% 6,852,540 03 Dec 2021 By 200 Park Avenue Partners, LLC F1, F2
transaction BZFD Class A Common Stock Award $1,000,000 +100,000 +1.5% $10.00* 6,952,540 03 Dec 2021 By 200 Park Avenue Partners, LLC 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 Class F Common Stock Options Exercise $0 -6,195,040 -100% $0.000000* 0 03 Dec 2021 Class A Common Stock 6,195,040 By 200 Park Avenue Partners, LLC F1, F2
transaction BZFD Private Placement Warrants (right to buy) Award $7,575,000 +252,500 $30.00* 252,500 03 Dec 2021 Class A Common Stock 252,500 $11.50 By 200 Park Avenue Partners, LLC F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On the transaction date (the "Completion Date"), pursuant to the issuer's Amended and Restated Certificate of Incorporation, as amended, each share of the issuer's Class F Common Stock automatically converted into one share of the issuer's Class A Common Stock upon completion of the business combination (the "Business Combination") entered into by and among: (i) the issuer; (ii) wholly-owned subsidiaries of the issuer; and (iii) the company formerly known as Buzzfeed, Inc. ("Original BuzzFeed").
F2 The shares are directly held by 200 Park Avenue Partners, LLC ("Park Avenue"), which was the issuer's sponsor for the Business Combination. As of the Completion Date and as of the date hereof, the reporting person is not a managing member of Park Avenue. The reporting person disclaims all voting and investment power over the securities held by Park Avenue. Further, the reporting person disclaims beneficial ownership of the securities held by Park Avenue except to the extent of his individual pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934 (as amended, the "Act") or for any other purpose.
F3 In connection the consummation of the Business Combination, the issuer issued the securities described in this row to Park Avenue, as its sponsor in the Business Combination, in satisfaction of a $1,000,000 working capital loan from Park Avenue to the issuer.
F4 The private placement warrants were acquired from the issuer in connection with its initial public offering, the terms of which are described under the heading "Description of Securities" in the issuer's registration statement on Form S-1 (File No. 333-251650). Each private placement warrant is exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share, subject to certain adjustments. The private placement warrants are reported as acquired for purposes of Section 16 of the Act concurrently with the completion of the Business Combination, because they did not become derivative securities until the Completion Date pursuant to their exercise terms.

Remarks:

By virtue of a Voting Agreement entered into by Park Avenue upon completion of the Business Combination, Park Avenue may be deemed to be a member of a "group" (within the meaning of Section 13(d)(3) of the Act) with: (i) Jonah Peretti and Jonah Peretti, LLC (collectively, "Peretti") and/or (ii) John S. Johnson III and Johnson BF, LLC (together with Peretti, the "Other Parties"). Neither Adam Rothstein nor Park Avenue has any pecuniary interest in any shares beneficially owned by any of the Other Parties, and Adam Rothstein and Park Avenue disclaim beneficial ownership of such shares.