0000899243-21-006076.txt : 20210211 0000899243-21-006076.hdr.sgml : 20210211 20210211210159 ACCESSION NUMBER: 0000899243-21-006076 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210211 FILED AS OF DATE: 20210211 DATE AS OF CHANGE: 20210211 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Herd Whitney Wolfe CENTRAL INDEX KEY: 0001842687 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40054 FILM NUMBER: 21622134 MAIL ADDRESS: STREET 1: C/O BUMBLE INC. STREET 2: 1105 WEST 41ST STREET CITY: AUSTIN STATE: TX ZIP: 78756 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Beehive Holdings III, LP CENTRAL INDEX KEY: 0001845549 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40054 FILM NUMBER: 21622135 BUSINESS ADDRESS: STREET 1: C/O BUMBLE INC. STREET 2: 1105 WEST 41ST STREET CITY: AUSTIN STATE: TX ZIP: 78756 BUSINESS PHONE: (512) 696-1409 MAIL ADDRESS: STREET 1: C/O BUMBLE INC. STREET 2: 1105 WEST 41ST STREET CITY: AUSTIN STATE: TX ZIP: 78756 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Beehive Holdings II, LP CENTRAL INDEX KEY: 0001845474 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40054 FILM NUMBER: 21622136 BUSINESS ADDRESS: STREET 1: C/O BUMBLE INC. STREET 2: 1105 WEST 41ST STREET CITY: AUSTIN STATE: TX ZIP: 78756 BUSINESS PHONE: (512) 696-1409 MAIL ADDRESS: STREET 1: C/O BUMBLE INC. STREET 2: 1105 WEST 41ST STREET CITY: AUSTIN STATE: TX ZIP: 78756 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Bumble Inc. CENTRAL INDEX KEY: 0001830043 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 853604367 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1105 WEST 41ST STREET CITY: AUSTIN STATE: TX ZIP: 78756 BUSINESS PHONE: 512-696-1409 MAIL ADDRESS: STREET 1: 1105 WEST 41ST STREET CITY: AUSTIN STATE: TX ZIP: 78756 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-02-11 0 0001830043 Bumble Inc. BMBL 0001842687 Herd Whitney Wolfe C/O BUMBLE INC. 1105 WEST 41ST STREET AUSTIN TX 78756 1 1 1 0 CEO & Director 0001845549 Beehive Holdings III, LP C/O BUMBLE INC., 1105 WEST 41ST STREET AUSTIN TX 78756 1 0 1 0 0001845474 Beehive Holdings II, LP C/O BUMBLE INC., 1105 WEST 41ST STREET AUSTIN TX 78756 1 0 1 0 Class B Common Stock 1 I See footnotes Class B Common Stock 1 I See footnotes Common Units of Buzz Holdings L.P. Class A Common Stock 20978855 I See footnotes Incentive Units of Buzz Holdings L.P. 11.64 2028-02-10 Class A Common Stock 5894311 I See footnotes These securities are held directly by Beehive Holdings III, LP. These securities are held directly by Beehive Holdings II, LP. The general partner of Beehive Holdings II, LP is Beehive Holdings Management II, LLC. The general partner of Beehive Holdings III, LP is Beehive Holdings Management III, LLC. Whitney Wolfe Herd is the sole member of Beehive Holdings Management II, LLC and Beehive Holdings Management III, LLC. 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 Persons 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. 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. These Incentive Units vest as follows: (a) 20% have vested, and (b) the remaining 80% vest in four equal annual installments beginning on January 29, 2022. Any unexercised Incentive Units will automatically be converted into Common Units on February 10, 2028. Exhibit List: Exhibit 24 - Power of Attorney. WHITNEY WOLFE HERD, By: /s/ Elizabeth Monteleone, Name: Elizabeth Monteleone, Title: Attorney-in-Fact 2021-02-11 BEEHIVE HOLDINGS II, LP, By: Beehive Holdings Management II, LLC, its general partner, By: /s/ Whitney Wolfe Herd, Name: Whitney Wolfe Herd, Title: Sole Member 2021-02-11 BEEHIVE HOLDINGS III, LP, By: Beehive Holdings Management III, LLC, its general partner, By: /s/ Whitney Wolfe Herd, Name: Whitney Wolfe Herd, Title: Sole Member 2021-02-11 EX-24 2 attachment1.htm EX-24 DOCUMENT

                               POWER OF ATTORNEY

Know all by these presents that the undersigned, does hereby make, constitute
and appoint each of Mariko O'Shea, Elizabeth Monteleone and Jiah Ham, or any one
of them, as a true and lawful attorney-in-fact of the undersigned with full
powers of substitution and revocation, for and in the name, place and stead of
the undersigned (in the undersigned's individual capacity), to execute and
deliver such forms that the undersigned may be required to file with the U.S.
Securities and Exchange Commission as a result of the undersigned's ownership of
or transactions in securities of Bumble Inc. (the "Company") (i) pursuant to
Section 16(a) of the Securities Exchange Act of 1934, as amended, including
without limitation, statements on Form 3, Form 4 and Form 5 (including any
amendments thereto) and (ii) in connection with any applications for EDGAR
access codes or any other documents necessary or appropriate to obtain codes and
passwords enabling the undersigned to make electronic filings with the
Securities and Exchange Commission, including without limitation the Form ID.
The Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with regard to his or
her ownership of or transactions in securities of the Company, unless earlier
revoked in writing. Mariko O'Shea, Elizabeth Monteleone and Jiah Ham are not
assuming any of the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934, as amended.

                                        By: /s/ Whitney Wolfe Herd
                                           -----------------------
                                        Name: Whitney Wolfe Herd

                                        Date: January 13, 2021