SEC Form SC 13D/A filed by BuzzFeed Inc. (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 

Amendment No. 4 to Schedule 13D

The following constitutes Amendment No. 4 (“Amendment No. 4”) to the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) by Comcast Corporation, NBCUniversal, LLC and NBCUniversal Media, LLC (collectively, the “Reporting Persons”) on December 13, 2021, as amended by Amendment No. 1 filed with the SEC on February 1, 2023, Amendment No. 2 filed with the SEC on February 6, 2023 and Amendment No. 3 filed with the SEC on February 21, 2023 (collectively, “Schedule 13D”). This Amendment No. 4 amends, supplements and restates the Schedule 13D as specifically set forth herein. This Amendment No. 4 does not restate disclosures in the Schedule 13D that are not being amended and should be read in conjunction with the Schedule 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

This Amendment No. 4 relates to the Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) of BuzzFeed, Inc., a Delaware corporation (the “Issuer”). On May 22, 2024, the Reporting Persons sold 3,176,923 shares of Class A Common Stock in the open market.

This Amendment is filed to reflect the changes in the outstanding ownership held by the Reporting Persons.

Item 2. Identity and Background.

Item 2 is hereby amended and restated to update the name, residence or business address, present principal occupation or employment and citizenship of each director and executive officer of the Reporting Persons as set forth on Schedule A to this Amendment No. 4. None of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person named in Schedule A to this Amendment No. 4 has, during the last five years, been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

On December 4, 2023, the Reporting Persons acquired 1,200,000 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; (iii) Jonah Peretti; and (iv) Jonah Peretti, LLC. Pursuant to the terms of the Escrow Agreement, because 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 December 1, 2023 was less than $12.50 per share, the Convertible Rights (as defined in the Escrow Agreement) converted into 1,200,00 shares of Class A Common Stock for no consideration. The Escrow Agreement expired on December 3, 2023.

Item 5. Interest in Securities of the Issuer.

Item 5(a)-(b) is hereby amended and restated as follows:

Except as disclosed in this Item 5(a), none of the Reporting Persons nor, to the best of their knowledge, any of their directors or executive officers, beneficially owns any shares of Class A Common Stock of the Issuer.

Except as disclosed in this Item 5(b), none of the Reporting Persons, nor to the best of their knowledge, any of their directors or executive officers, presently has the power to vote or direct the vote or to dispose or direct the disposition of any of the shares of Class A Common Stock of the Issuer which they may be deemed to beneficially own.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 24, 2024 

SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS⁽¹⁾

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Comcast Corporation (“Comcast”) are set forth below. If no business address is given, the director’s or officer’s business address is One Comcast Center, Philadelphia, Pennsylvania 19103-2838. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Comcast.⁽²⁾ All of the persons listed below are citizens of the United States of America.