4//SEC Filing
Peretti Jonah 4
Accession 0001209191-21-068386
CIK 0001828972other
Filed
Dec 6, 7:00 PM ET
Accepted
Dec 7, 5:42 PM ET
Size
10.6 KB
Accession
0001209191-21-068386
Insider Transaction Report
Form 4
BuzzFeed, Inc.BZFD
Peretti Jonah
DirectorChief Executive Officer10% Owner
Transactions
- Award
Class B Common Stock
2021-12-03+6,437,416→ 6,437,416 total(indirect: By LLC)→ Class A Common Stock (6,437,416 underlying)
Jonah Peretti, LLC
10% Owner
Transactions
- Award
Class B Common Stock
2021-12-03+6,437,416→ 6,437,416 total(indirect: By LLC)→ Class A Common Stock (6,437,416 underlying)
Footnotes (5)
- [F1]Represents shares of Class B Common Stock 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 shares of stock of Original BuzzFeed were exchanged for shares of Class B Common Stock of the issuer based on an exchange ratio of 0.306 to 1. The aggregate number of shares of Class B Common Stock reflected in Table II of this Form represents the total number of shares of the issuer's Class B Common Stock received by the reporting person after giving effect to the aforementioned share exchange.
- [F2]Each share of Class B Common Stock is convertible into one share of Class A Common Stock of the issuer at the election of the holder any time; provided; however, that each share of Class B Common Stock shall automatically be converted into Class A Common Stock on a one for one basis on the earlier of: (i) the date of death of Jonah Peretti or (ii) the date specified by the affirmative vote of the holders a majority of the Class B Common Stock then outstanding. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value (subject to certain exceptions).
- [F3]Includes 1,200,000 shares currently held in escrow 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) NBCUniversal Media, LLC ("NBCU"); (iii) Jonah Peretti; and (iv) the reporting person. The Escrow Agreement expires on December 3, 2023.
- [F4]Received in exchange for shares of the stock of Original BuzzFeed as described in footnote 1, above.
- [F5]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.
Documents
Issuer
BuzzFeed, Inc.
CIK 0001828972
Entity typeother
Related Parties
1- filerCIK 0001886657
Filing Metadata
- Form type
- 4
- Filed
- Dec 6, 7:00 PM ET
- Accepted
- Dec 7, 5:42 PM ET
- Size
- 10.6 KB