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^*

Arroyo David

(Last)

(First)

(Middle)

C/O BUZZFEED, INC.

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/02/2023

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)
	Chief Legal Officer

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	30,117	D

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)
Restricted Stock Units⁽¹⁾	⁽²⁾	⁽³⁾	Class A Common Stock	7,459	$0.00⁽⁴⁾	D
Stock Option (Right to Buy)⁽⁵⁾	⁽⁶⁾	12/02/2029	Class A Common Stock	22,950	$8.34	D
Restricted Stock Units	⁽⁷⁾	⁽³⁾	Class A Common Stock	17,985	$0.00⁽⁴⁾	D
Restricted Stock Units	⁽⁷⁾	⁽³⁾	Class A Common Stock	15,756	$0.00⁽⁴⁾	D

Explanation of Responses:

1. Represents Restricted Stock Units ("RSUs") 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 RSUs previously awarded by Original BuzzFeed with respect to shares of its Class A Common Stock were exchanged for replacement RSU awards of the Issuer, of an equivalent economic value, with respect to the Issuer's Class A Common Stock. The RSUs were subject to a liquidity event condition, which was satisfied by the Business Combination.

2. This award is fully vested.

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

4. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock, subject to the Reporting Person's continued status as a service provider to the Issuer.

5. Represents stock options of the Issuer received pursuant to the Business Combination. 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.

6. 69% of this award is fully vested. The remainder of this award vests monthly on the 1st as to 1/48 of the total award.

7. 1/3 of the total award vests on May 15, 2023. The remainder vests as to 1/8 of the total award quarterly in eight equal installments on the 15nd of August, November, February, and May thereafter.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Heather Flores-Ricks, Attorney-in-Fact for David Arroyo	01/12/2023
	** 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.