Sec Form 3 Filing - HEARST COMMUNICATIONS INC @ BuzzFeed, Inc. - 2021-12-03

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
HEARST COMMUNICATIONS INC
2. Issuer Name and Ticker or Trading Symbol
BuzzFeed, Inc. [ BZFD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
300 WEST 57TH STREET
3. Date of Earliest Transaction (MM/DD/YY)
12/03/2021
(Street)
NEW YORK, NY10019
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 7,409,578( 1 ) D( 2 )
Class A Common Stock 5,000,000( 3 ) I See Footnote( 4 )
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 Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HEARST COMMUNICATIONS INC
300 WEST 57TH STREET
NEW YORK, NY10019
X
HEARST HOLDINGS INC
300 WEST 57TH STREET
NEW YORK, NY10019
X
HEARST CORP
300 WEST 57TH STREET
NEW YORK, NY10019
X
HDS II, Inc.
300 WEST 57TH STREET
NEW YORK, NY10019
X
Signatures
/s/ Mitchell I. Scherzer, Hearst Communications, Inc., Executive Vice President and Chief Financial Officer 12/07/2021
Signature of Reporting Person Date
/s/ Mitchell I. Scherzer, Hearst Holdings, Inc., Executive Vice President and Chief Financial Officer 12/07/2021
Signature of Reporting Person Date
/s/ Mitchell I. Scherzer, The Hearst Corporation, Executive Vice President and Chief Financial Officer and /s/ Mitchell I. Scherzer, Trustee of The Hearst Family Trust 12/07/2021
Signature of Reporting Person Date
/s/ Michael E. Bachmann, HDS II, Inc., Vice President and Treasurer 12/07/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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.
( 3 )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.
( 4 )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.

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