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*
AMBLE JOAN LORDI

(Last) (First) (Middle)
C/O BUZZFEED, INC.
111 EAST 18TH STREET, 13TH FLOOR

(Street)
NEW YORK NY 10003

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BuzzFeed, Inc. [ BZFD ]
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)
12/03/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
12/07/2021
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)
Code V Amount (A) or (D) Price
Class A Common Stock 12/03/2021 M 1,689 A $0.00 1,689 D
Class A Common Stock 12/03/2021 M 1,351 A $0.00 3,040 D
Class A Common Stock 12/03/2021 M 945 A $0.00 3,985 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 12/03/2021 A(2) 27,031 (3) (4) Class A Common Stock 27,031 (2) 27,031 D
Restricted Stock Units (1) 12/03/2021 M 1,689 (5) (4) Class A Common Stock 1,689 $0.00 25,342 D
Restricted Stock Units (1) 12/03/2021 A(2) 5,406 (6) (4) Class A Common Stock 5,406 (2) 5,406 D
Restricted Stock Units (1) 12/03/2021 M 1,351 (7) (4) Class A Common Stock 1,351 $0.00 4,055 D
Restricted Stock Units (1) 12/03/2021 A(2) 3,784 (6) (4) Class A Common Stock 3,784 (2) 3,784 D
Restricted Stock Units (1) 12/03/2021 M 945 (7) (4) Class A Common Stock 945 $0.00 2,839 D
Restricted Stock Units (1) 12/03/2021 A(2) 18,922 (8) (4) Class A Common Stock 18,922 (2) 18,922 D
Explanation of Responses:
1. Each restricted stock unit 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.
2. Represents restricted stock units 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 restricted stock units previously awarded by Original BuzzFeed for shares of its Class A Common Stock were exchanged for substitute restricted stock unit awards, of an equivalent economic value, which vest for shares of the issuer's Class A Common Stock.
3. 1/16 of this award vests on the transaction date. The remainder vests as to 1/16 of the total award on the 15th of each February, May, August, and November thereafter.
4. These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.
5. Represents the vesting of 1/16 of the restricted stock units granted to the reporting person on the transaction date. The remainder of the award vests as to 1/16 of the total award on the 15th of each February, May, August, and November thereafter.
6. 1/4 of this award vests on the transaction date. The remainder vests as to 1/4 of the total award on the 18th of February, May, and August, 2022.
7. Represents the vesting of 1/4 of the restricted stock units granted to the reporting person on the transaction date. The remainder of the award vests as to 1/4 of the total award on the 18th of February, May, and August, 2022.
8. 100% of the award vests on the date of the issuer's 2022 annual meeting of its stockholders, provided the issuer is a publicly traded company on that date.
Remarks:
This amended Form 4 was filed to report corrected remainders in column 9 of Table II for two of the reporting person's restricted stock unit awards.
/s/ Rhonda Powell, as Attorney-in-Fact for Joan L. Amble 01/05/2022
** 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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