Sec Form 4 Filing - DellaFortuna Felicia @ BuzzFeed, Inc. - 2021-12-06

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
DellaFortuna Felicia
2. Issuer Name and Ticker or Trading Symbol
BuzzFeed, Inc. [ BZFD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O BUZZFEED, INC., 111 EAST 18TH STREET, 13TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/06/2021
(Street)
NEW YORK, NY10003
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 06/05/2022 M 153,000( 1 ) A $ 0 153,000 D
Class A Common Stock 06/05/2022 M 19,379( 1 ) A $ 0 172,379 D
Class A Common Stock 06/05/2022 M 6,885( 1 ) A $ 0 179,264 D
Class A Common Stock 06/05/2022 F 67,426 D $ 3.76 111,838 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Sec urity: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units( 2 ) ( 4 ) 12/06/2021 A 367,200 ( 5 ) ( 8 ) Class A Common Stock 367,200 $ 0 367,200 D
Restricted Stock Units( 3 ) ( 4 ) 05/12/2022 A 24,480 ( 6 ) ( 8 ) Class A Common Stock 24,480 $ 0 24,480 D
Restricted Stock Units( 3 ) ( 4 ) 05/12/2022 A 9,180 ( 7 ) ( 8 ) Class A Common Stock 9,180 $ 0 9,180 D
Restricted Stock Units ( 4 ) 06/05/2022 M 153,000 ( 5 ) ( 8 ) Class A Common Stock 153,000 $ 0 214,200 D
Restricted Stock Units ( 4 ) 06/05/2022 M 19,379 ( 6 ) ( 8 ) Class A Common Stock 19,379 $ 0 5,101 D
Restricted Stock Units ( 4 ) 06/05/2022 M 6,885 ( 7 ) ( 8 ) Class A Common Stock 6,885 $ 0 2,295 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DellaFortuna Felicia
C/O BUZZFEED, INC.
111 EAST 18TH STREET, 13TH FLOOR
NEW YORK, NY10003
Chief Financial Officer
Signatures
/s/ Rhonda Powell, as Attorney-in-Fact for Felicia DellaFortuna 06/07/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares of Class A common stock reflect the settlement of restricted stock units of the Issuer ("RSUs") on June 5, 2022. Each RSU is convertible into a share of the Class A common stock on a 1-for-1 basis.
( 2 )Represents 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.
( 3 )Represents RSUs of the Issuer received pursuant to the Business Combination which was effectuated in accordance with the terms of the Merger Agreement. At the Effective Time, 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 the board of directors of the Issuer waived on May 12, 2022.
( 4 )Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock, subject to the Reporting Person's continued status as a service provider to the Issuer.
( 5 )The RSUs service-vest on the following schedule: (a) one-third vest on January 1, 2022 and (b) the remaining two-thirds vest in eight equal installments on each quarterly anniversary thereafter.
( 6 )The RSUs service-vest on the following schedule: (a) 25% vest on April 11, 2020, and (b) the remaining 75% vests in 36 equal installments each monthly anniversary thereafter.
( 7 )The RSUs service-vest on the following schedule: (a) 25% vest on August 1, 2020, and (b) the remaining 75% vests in 36 equal installments each monthly anniversary thereafter.
( 8 )These RSUs do not expire. They either vest or are cancelled prior to the vesting date.

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