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^*

Jonah Peretti, LLC

(Last)

(First)

(Middle)

C/O BUZZFEED, INC.

111 EAST 18TH STREET, 13TH FLOOR

(Street)

NEW YORK

10003

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/03/2021

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

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

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

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)

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)
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	6,437,416⁽²⁾	⁽³⁾	D

Explanation of Responses:

1. Each share of Class B Common Stock is convertible into one share of Class A Common Stock of the issuer at the election of the holder any time; provided; however, that each share of Class B Common Stock shall automatically be converted into Class A Common Stock on a one for one basis on the earlier of: (i) the date of death of Jonah Peretti or (ii) the date specified by the affirmative vote of the holders a majority of the Class B Common Stock then outstanding. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value (subject to certain exceptions)

2. Includes 1,200,000 shares currently held in escrow pursuant to an 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 ("NBCU"); (iii) Jonah Peretti; and (iv) the reporting person. The Escrow Agreement expires on December 3, 2023.

3. Represents shares of Class B Common Stock 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 shares of stock of Original BuzzFeed were exchanged for shares of Class B Common Stock of the issuer based on an exchange ratio of 0.306 to 1. The aggregate number of shares of Class B Common Stock reflected in Table II of this Form represents the total number of shares of the issuer's Class B Common Stock received by the reporting person after giving effect to the aforementioned share exchange.

Remarks:

This report is one of two reports, each on a separate Form 3 or Form 4 (as applicable) but relating to the same holdings, which are being filed by Jonah Peretti, LLC and Jonah Peretti, respectively. Jonah Peretti, LLC and Jonah Peretti (collectively, the "Peretti Parties") may be deemed, as between each other, to be members of a "group" (within the meaning of Section 13(d)(3) ("Section 13(d)") of the Securities Exchange Act of 1934 (the "Act"). Furthermore, the Peretti Parties may also be deemed to be members of a "group," within the meaning of Section 13(d) of the Act, with: (i) 200 Park Avenue Partners, LLC and certain of its controlled entities (collectively, "Park Avenue") and/or (ii) John S. Johnson III and Johnson BF, LLC (together with Park Avenue, the "Other Parties"). The Peretti Parties do not have any pecuniary interest in any shares beneficially owned by any of the Other Parties, and the Peretti Parties disclaim beneficial ownership of such shares.

	/s/ Rhonda Powell, as Attorney-in-Fact for Jonah Peretti, LLC	12/07/2021
	** 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).
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