Key facts
- This page summarizes HEARST COMMUNICATIONS INC's Form 3/A - Amendment filing for BuzzFeed, Inc. (BZFD).
- 0 reported transactions and 0 derivative rows are listed below.
- Accepted by SEC: 03 Jan 2022, 15:55.
HEARST COMMUNICATIONS INC - 03 Dec 2021 Form 3/A - Amendment Insider Report for BuzzFeed, Inc. (BZFD)
- Reporting relationship
- 10%+ Owner
- Issuer ticker
- BZFD
- Reported as of
- 03 Dec 2021
- Net transaction value
- $0
- SEC form
- 3/A - Amendment
- Accepted by SEC
- 03 Jan 2022, 15:55:59 UTC
- Original report date
- 07 Dec 2021
- Source filing
- View source filing
- Reporting owner signature
- /s/ Mitchell I. Scherzer, Hearst Communications, Inc., Executive Vice President and Chief Financial Officer
Source evidence
Original filing metadata and source links for verification.
4 source fields
Reporting owner
1 detail
Key filing fact
HEARST COMMUNICATIONS INC filed Form 3/A - Amendment for BuzzFeed, Inc. (BZFD) on 03 Jan 2022.
Change
- No earlier filing in this sequence is available for direct comparison.
- Current net transaction value: $0.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Official SEC source
View source filing
Ownership activity is grounded in SEC Form 3/A - Amendment disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
BZFD
holding
Class A Common Stock
No transaction description listed
- Transaction value
- Shares
- Change %
- Price
- Shares after
- 7,409,578
- Date
- 03 Dec 2021
- Ownership
- Direct
- Footnotes
- F1, F2
BZFD
holding
Class A Common Stock
No transaction description listed
- Transaction value
- Shares
- Change %
- Price
- Shares after
- 5,000,000
- Date
- 03 Dec 2021
- Ownership
- See Footnote
- Footnotes
- F3, F4
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Explanation of responses 4 footnotes
Footnote F1
Represents shares of the issuer's Class A Common Stock 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"), which became a wholly-owned subsidiary of the issuer upon completion of the Business Combination. At the Effective Time (as defined in the Merger Agreement), the reporting entities' shares of all classes of the capital stock of Original BuzzFeed were exchanged for the shares of Class A Common Stock of the issuer reported in this row, based on an exchange ratio of .306 to 1.
Footnote F2
Hearst Communications, Inc. ("HCI") is the direct owner of the shares of the issuer's Class A Common Stock set forth in this row. HCI is a subsidiary of Hearst Holdings, Inc. ("HHI"). HHI is a wholly-owned subsidiary of The Hearst Corporation ("THC"). THC is a wholly-owned subsidiary of The Hearst Family Trust (the "Trust"). Under Rule 16a-1 of the Securities and Exchange Act of 1934 (the "Act"), HHI, THC, and the Trust may also be deemed to be beneficial owners of these securities.
Footnote F3
Received in connection with the completion of the acquisition of all of the membership interests of CM Partners, LLC ("Complex Networks"). The issuer's Class A Common Stock reported in this row was paid to HDS II, Inc. ("HDS"), a wholly-owned subsidiary of the reporting entity, in addition to cash proceeds, in exchange for HDS's entire equity interest in Complex Networks in a transaction that occurred simultaneously with completion of the Business Combination and resulted in Complex Networks being a direct, wholly-owned subsidiary of Original BuzzFeed and an indirect, wholly-owned subsidiary of the issuer.
Footnote F4
HDS is the direct owner of the shares of the issuer's Class A Common Stock set forth in this row. HDS is a wholly owned subsidiary of HCI. HCI is directly and indirectly owned as more particularly described in Footnote 2, above, on this Form. Under Rule 16a-1 of the Act, HCI, HHI, THC, and the Trust may also be deemed to be beneficial owners of these securities.
SEC remarks
This Form is being amended to include The Hearst Family Trust as a member of the reporting group. The Hearst Family Trust was originally omitted due to technical issue with its EDGAR filer codes. The Form is otherwise unmodified.