SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Omer Matthew

(Last)

(First)

(Middle)

229 WEST 43RD STREET, 10TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/06/2023

3. Issuer Name and Ticker or Trading Symbol
BuzzFeed, Inc. [ BZFD ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	59,308	D
Class A Common Stock	2,300	I	By spouse⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)⁽²⁾	⁽³⁾	12/02/2029	Class A Common Stock	15,300	$8.34	D
Restricted Stock Units	⁽⁴⁾	⁽⁵⁾	Class A Common Stock	9,180	⁽⁶⁾	D
Restricted Stock Units	⁽⁷⁾	⁽⁵⁾	Class A Common Stock	20,984	⁽⁶⁾	D
Restricted Stock Units	⁽⁸⁾	⁽⁵⁾	Class A Common Stock	25,211	⁽⁶⁾	D
Restricted Stock Units	⁽⁹⁾	⁽⁵⁾	Class A Common Stock	80,000	⁽⁶⁾	D

Explanation of Responses:

1. Held of record by Mr. Omer's spouse. Mr. Omer may be deemed to beneficially own all of the shares held of record by his spouse; however, Mr. Omer disclaims beneficial ownership of the shares held of record by his spouse except to the extent of his pecuniary interest therein.

2. Represents stock options 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 stock options previously awarded by Original BuzzFeed for shares of its Class A Common Stock were exchanged for substitute option awards, of an equivalent economic value, which vest and become exercisable for shares of the Issuer's Class A Common Stock.

3. This award was fully vested as of October 21, 2023.

4. 1,147 Restricted Stock Units ("RSUs") vested on August 15, 2023 and settled on November 7, 2023. The remaining 8,033 RSUs vests ratably as to 1/16 of the total award on the 15th of November, February, May and August thereafter.

5. These RSUs do not expire; they either vest or are cancelled prior to the vesting date.

6. 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.

7. 2,998 RSUs vested on August 15, 2023 and settled on November 7 2023. The remaining 17,986 RSUs vests ratably as to 1/12 of the total award on the 15th of November, February, May and August thereafter.

8. 3,151 RSUs vested on August 15, 2023 and settled on November 7 2023. The remaining 22,060 RSUs vests ratably as to 1/12 of the total award on the 15th of November, February, May and August thereafter.

9. 1/3 of the total award vests on May 19, 2024. The remainder vests as to 1/12 of the total award quarterly in eight equal installments on the 19th of August, November, February, and May thereafter.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Heather Flores-Ricks, Attorney-in-Fact for Matthew Omer	11/08/2023
	** 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 5 (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.