4//SEC Filing
NBCUniversal Media, LLC 4
Accession 0000950103-23-017253
CIK 0001828972operating
Filed
Dec 5, 7:00 PM ET
Accepted
Dec 6, 4:22 PM ET
Size
12.7 KB
Accession
0000950103-23-017253
Insider Transaction Report
Form 4
BuzzFeed, Inc.BZFD
NBCUniversal Media, LLC
10% Owner
Transactions
- Conversion
Convertible Rights
2023-12-04−1,200,000→ 0 total(indirect: By Subsidiary)→ Class A Common Stock (1,200,000 underlying) - Conversion
Class A Common Stock
2023-12-04+1,200,000→ 20,707,693 total(indirect: By Subsidiary)
COMCAST CORP
10% Owner
Transactions
- Conversion
Convertible Rights
2023-12-04−1,200,000→ 0 total(indirect: By Subsidiary)→ Class A Common Stock (1,200,000 underlying) - Conversion
Class A Common Stock
2023-12-04+1,200,000→ 20,707,693 total(indirect: By Subsidiary)
NBCUniversal, LLC
10% Owner
Transactions
- Conversion
Convertible Rights
2023-12-04−1,200,000→ 0 total(indirect: By Subsidiary)→ Class A Common Stock (1,200,000 underlying) - Conversion
Class A Common Stock
2023-12-04+1,200,000→ 20,707,693 total(indirect: By Subsidiary)
Footnotes (3)
- [F1]Reflects the exempt conversion pursuant to Rule 16b-6 of Convertible Rights into shares of Class A Common Stock pursuant to the terms of the 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) NBCUniversal Media, LLC ("NBCU"); (iii) Jonah Peretti; and (iv) Jonah Peretti, LLC.
- [F2]Pursuant to the terms of the Escrow Agreement, if the daily volume-weighted average price of one share of Class A Common Stock of the Issuer for the 15 consecutive trading days ending on the date that is one trading day immediately prior to the earlier of (x) a Parent Change of Control (as defined in the Escrow Agreement) and (y) December 3, 2023 is less than $12.50 per share, then the Convertible Rights shall convert for no consideration into shares of Class A Common Stock or Class B Common Stock, with the Escrow Agent (as defined in the Escrow Agreement) transferring to NBCU a number of shares of Class A Common Stock or Class B Common Stock, as applicable, up to a maximum of 1,200,00 shares, as determined in accordance with the Escrow Agreement (or, at the election of Jonah Peretti, LLC, in an equivalent cash amount). The Escrow Agreement expired on December 3, 2023.
- [F3]NBCU is a wholly owned subsidiary of NBCUniversal, LLC; NBCUniversal, LLC is a wholly owned subsidiary of Comcast Corporation.
Documents
Issuer
BuzzFeed, Inc.
CIK 0001828972
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000902739
Filing Metadata
- Form type
- 4
- Filed
- Dec 5, 7:00 PM ET
- Accepted
- Dec 6, 4:22 PM ET
- Size
- 12.7 KB