John S. Johnson III - Dec 3, 2021 Form 3 Insider Report for BuzzFeed, Inc. (BZFD)

Role: Member of 10% Group
Signature: /s/ John S. Johnson, III
Stock symbol: BZFD
Transactions as of: Dec 3, 2021
Transactions value $: $0
Form type: 3
Date filed: 12/10/2021, 03:18 PM
Next filing: Aug 22, 2022

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
holding	BZFD	Class B Common Stock							Dec 3, 2021	Class A Common Stock	31.5K		Direct	F1, F2
holding	BZFD	Class B Common Stock							Dec 3, 2021	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 is convertible into one share of Class A Common Stock of the issuer at the election of the holder 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).
F2	Represents shares of Class B Common Stock 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 shares of the stock of Original BuzzFeed were exchanged for shares of Class B Common Stock of the issuer based on an exchange ratio of 0.306 to 1. The aggregate number of shares of Class B Common Stock reflected in Table II of this Form represents the total number of shares of the issuer's Class B Common Stock received by the reporting person after giving effect to the aforementioned share exchanges.
F3	These shares are directly held by Johnson BF, LLC, of which John S. Johnson, III is the sole member.

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: (i) Jonah Peretti and Jonah Peretti, LLC (together, "Peretti") and/or (ii) 200 Park Avenue Partners, LLC and certain of its controlled entities (together with Peretti, the "Other Parties"). The Johnson Parties do not have any pecuniary interest in any shares beneficially owned by any of the Other Parties, and the Johnson Parties disclaim beneficial ownership of such shares.