CFO Omer Matthew converted options into 62,085 shares and covered exercise/tax liability with 22,155 shares, increasing direct ownership by 29% to 177,888 units (SEC Form 4)
$BZFD
Telecommunications Equipment
Consumer Discretionary
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BuzzFeed, Inc. [ BZFD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/15/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 11/15/2024 | M | 287(1) | A | $0 | 138,245 | D | |||
| Class A Common Stock | 11/15/2024 | M | 750(1) | A | $0 | 138,995 | D | |||
| Class A Common Stock | 11/15/2024 | M | 788(1) | A | $0 | 139,783 | D | |||
| Class A Common Stock | 11/15/2024 | M | 58,594(1) | A | $0 | 198,377 | D | |||
| Class A Common Stock | 11/15/2024 | M | 1,666(1) | A | $0 | 200,043 | D | |||
| Class A Common Stock | 11/15/2024 | F | 22,155(2) | D | $0 | 177,888 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | (3) | 11/15/2024 | M | 287 | (4) | (5) | Class A Common Stock | 287 | $0 | 574 | D | ||||
| Restricted Stock Units | (3) | 11/15/2024 | M | 750 | (6) | (5) | Class A Common Stock | 750 | $0 | 750 | D | ||||
| Restricted Stock Units | (3) | 11/15/2024 | M | 788 | (7) | (5) | Class A Common Stock | 788 | $0 | 1,576 | D | ||||
| Restricted Stock Units | (3) | 11/15/2024 | M | 58,594 | (8) | (5) | Class A Common Stock | 58,594 | $0 | 234,374 | D | ||||
| Restricted Stock Units | (3) | 11/15/2024 | M | 1,666 | (9) | (5) | Class A Common Stock | 1,666 | $0 | 11,668 | D | ||||
| Explanation of Responses: |
| 1. These shares of Class A common stock reflect the settlement, on November 15, 2024, of restricted stock units ("RSUs") granted to the Reporting Person pursuant to the 2021 Equity Incentive Plan, each of which was converted into a share of the Issuer's Class A common stock on a 1-for-1 basis. |
| 2. Shares withheld to pay taxes applicable to the settlement of the RSUs previously awarded to the Reporting Person to which footnote (2) refers. |
| 3. 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. |
| 4. 287 RSUs vested on November 15, 2024. The remaining 574 RSUs vest 1/16 of the total award of 4,592 RSUs on the 15th of each February and May thereafter. |
| 5. These RSUs do not expire; they either vest or are cancelled prior to the vesting date. |
| 6. 750 RSUs vested on November 15, 2024. The remaining 750 RSUs vest 1/12 of the total award of 8,993 RSUs on the 15th of February thereafter. |
| 7. 788 RSUs vested on November 15, 2024. The remaining 1,576 RSUs vest 1/12 of the total award of 9,454 RSUs on the 15th of each February and May thereafter. |
| 8. 58,594 RSUs settled on November 15, 2024. The remaining 234,374 RSUs vest ratably as to 1/8 of the total award of 468,750 quarterly on the 1st of each January, April, July, and October thereafter. |
| 9. 1,666 RSUs settled on November 15, 2024. The remaining 11,668 RSUs vests as to 1/12 of the total award quarterly in eight equal installments on the 19th of February, May, August, and November thereafter. |
| Remarks: |
| /s/ Heather Flores-Ricks, Attorney-in-Fact for Matthew Omer | 11/19/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||