Sec Form 4 Filing - AMBLE JOAN LORDI @ BuzzFeed, Inc. - 2021-12-03

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
AMBLE JOAN LORDI
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)
(Last) (First) (Middle)
C/O BUZZFEED, INC., 111 EAST 18TH STREET, 13TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/03/2021
(Street)
NEW YORK, NY10003
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 1,689 D
Class A Common Stock 12/03/2021 M 1,351 A $ 0 3,040 D
Class A Common Stock 12/03/2021 M 945 A $ 0 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 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 4,054 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 2,838 D
Restricted Stock Units ( 1 ) 12/03/2021 A( 2 ) 18,922 ( 8 ) ( 4 ) Class A Common Stock 18,922 ( 2 ) 18,922 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AMBLE JOAN LORDI
C/O BUZZFEED, INC.
111 EAST 18TH STREET, 13TH FLOOR
NEW YORK, NY10003
X
Signatures
/s/ Rhonda Powell, as Attorney-in-Fact for Joan L. Amble 12/07/2021
Signature of Reporting Person Date
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.

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