SEC FORM 4

SEC Form 4

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).

1. Name and Address of Reporting Person^*

Steele Elisa

(Last)

(First)

(Middle)

C/O BUMBLE INC.

1105 WEST 41ST STREET

(Street)

AUSTIN

78756

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Bumble Inc. [ BMBL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/18/2022		M⁽¹⁾		7,724	A	⁽¹⁾	16,849	D

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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Incentive Units of Buzz Holdings L.P.	$11.64	11/18/2022		M⁽²⁾			15,317	⁽²⁾	⁽²⁾	Class A Common Stock⁽²⁾	15,317	$0.00	72,598	D
Common Units of Buzz Holdings L.P.	⁽¹⁾	11/18/2022		M⁽²⁾		15,317		⁽¹⁾	⁽¹⁾	Class A Common Stock	15,317	$11.64	15,317	D
Common Units of Buzz Holdings L.P.	⁽¹⁾	11/18/2022		F⁽³⁾			7,593	⁽¹⁾	⁽¹⁾	Class A Common Stock	7,593	$23.4809	7,724	D
Common Units of Buzz Holdings L.P.	⁽¹⁾	11/18/2022		M⁽¹⁾			7,724	⁽¹⁾	⁽¹⁾	Class A Common Stock	7,724	$0.00	0	D

Explanation of Responses:

1. Pursuant to the terms of an exchange agreement, dated as of February 10, 2021, common units of Buzz Holdings L.P. ("Common Units") held by the Reporting Person are exchangeable for shares of the Issuer's Class A common stock ("Class A Common Stock") on a one-for-one basis. These exchange rights do not expire.

2. Reflects Incentive Units of Buzz Holdings L.P. ("Incentive Units") which are profits interests that are economically similar to stock appreciation rights. Vested Incentive Units are convertible, at the holder's election, into Common Units pursuant to the terms thereof, which then shall be exchangeable for Class A Common Stock on a one-for-one basis. Of the original amount of 99,904 Incentive Units originally reported, 59,943 are time-based Incentive Units, which vest in five equal annual installments beginning on July 1, 2021. The remaining Incentive Units vest in 36 equal monthly installments, with the first installment vesting on August 29, 2022, or earlier if affiliates of Blackstone Inc. receive cash proceeds in respect of their common equity in the Issuer and its subsidiaries as more fully described in the Issuer's Registration Statement on Form S-1 (File No. 333-252124). Any unexercised Incentive Units will automatically be converted into Common Units on February 10, 2028.

3. Reflects Common Units deemed to be withheld in connection with the exchange of Incentive Units described herein.

Remarks:

	/s/ Jiah Ham, Attorney-in-Fact	11/22/2022
	** 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).
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