David Arroyo - Jan 2, 2023 Form 3 Insider Report for BuzzFeed, Inc. (BZFD)

Signature
/s/ Heather Flores-Ricks, Attorney-in-Fact for David Arroyo
Stock symbol
BZFD
Transactions as of
Jan 2, 2023
Transactions value $
$0
Form type
3
Date filed
1/12/2023, 06:00 PM
Next filing
May 16, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding BZFD Class A Common Stock 30.1K Jan 2, 2023 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
holding BZFD Restricted Stock Units Jan 2, 2023 Class A Common Stock 7.46K $0.00 Direct F1, F2, F3, F4
holding BZFD Stock Option (Right to Buy) Jan 2, 2023 Class A Common Stock 23K $8.34 Direct F5, F6
holding BZFD Restricted Stock Units Jan 2, 2023 Class A Common Stock 18K $0.00 Direct F3, F4, F7
holding BZFD Restricted Stock Units Jan 2, 2023 Class A Common Stock 15.8K $0.00 Direct F3, F4, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents Restricted Stock Units ("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 was satisfied by the Business Combination.
F2 This award is fully vested.
F3 These RSUs do not expire; they either vest or are cancelled prior to the vesting date.
F4 Each RSU represents a contingent right to receive one share of the Issuer's Common Stock, subject to the Reporting Person's continued status as a service provider to the Issuer.
F5 Represents stock options of the Issuer received pursuant to the Business Combination. At the Effective Time (as defined in the Merger Agreement), the reporting person's stock options previously awarded by Original BuzzFeed for shares of its Class A Common Stock were exchanged for substitute option awards, of an equivalent economic value, which vest and become exercisable for shares of the Issuer's Class A Common Stock.
F6 69% of this award is fully vested. The remainder of this award vests monthly on the 1st as to 1/48 of the total award.
F7 1/3 of the total award vests on May 15, 2023. The remainder vests as to 1/8 of the total award quarterly in eight equal installments on the 15nd of August, November, February, and May thereafter.

Remarks:

Exhibit 24 - Power of Attorney.