Jonah Peretti - 04 Dec 2023 Form 4 Insider Report for BuzzFeed, Inc. (BZFD)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Heather Flores-Ricks, Attorney-in-Fact for Jonah Peretti
Issuer symbol
BZFD
Transactions as of
04 Dec 2023
Net transactions value
$0
Form type
4
Filing time
06 Dec 2023, 16:59:48 UTC
Previous filing
07 Dec 2021
Next filing
17 May 2024
SEC
View on sec.gov

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 Disposed to Issuer -1,200,000 -19% 5,237,416 04 Dec 2023 Class A Common Stock 1,200,000 By Jonah Peretti, LLC F1, F2, F3
transaction BZFD Class B Common Stock Conversion of derivative security -1,200,000 -23% 4,037,416 04 Dec 2023 Class A Common Stock 1,200,000 By Jonah Peretti, LLC F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Issuer's Certificate of Incorporation, each share of Class B Common Stock converts automatically into one share of Class A Common Stock upon any transfer, whether or not for value (subject to certain exceptions). 1,200,000 shares of Class B Common Stock automatically converted into 1,200,000 shares of Class A Common Stock upon transfer by the reporting person to NBCUniversal Media, LLC ("NBCU") pursuant to the disposition described in footnote 2, below.
F2 Represents the disposition of 1,200,000 shares of Class B Common Stock of the issuer that were held in escrow by the reporting person to NBCU pursuant to an Amended and Restated Escrow Agreement (the "Escrow Agreement") dated as of December 3, 2021 and entered into by and among: (i) PNC Bank, National Association; (ii) NBCU; (iii) Jonah Peretti; and (iv) the reporting person. The Escrow Agreement expired on December 3, 2023.
F3 These shares are owned directly by Jonah Peretti, LLC, a ten percent owner of the issuer, and indirectly by Jonah Peretti as the managing member of Jonah Peretti, LLC.

Remarks:

This report is one of two reports, each on a separate Form 3 or Form 4 (as applicable) but relating to the same holdings, which are being filed by Jonah Peretti and Jonah Peretti, LLC, respectively. Jonah Peretti and Jonah Peretti, LLC (collectively, the "Peretti Parties") may be deemed, as between each other, to be members of a "group" (within the meaning of Section 13(d)(3) ("Section 13(d)") of the Securities Exchange Act of 1934 (the "Act"). Furthermore, Peretti Parties may be deemed to be members of a "group" (within the meaning of Section 13(d)(3) of the Act) with: (i) 200 Park Avenue Partners, LLC and certain of its controlled entities (collectively, "Park Avenue") and/or (ii) John S. Johnson III and Johnson BF, LLC (together with Park Avenue, the "Other Parties"). The Peretti Parties do not have any pecuniary interest in any shares beneficially owned by any of the Other Parties, and the Peretti Parties disclaim beneficial ownership of such shares. Exhibit 24 - Power of Attorney - Jonah Peretti. Exhibit 24 - Power of Attorny - Jonah Peretti, LLC.