Sec Form 3 Filing - Arroyo David @ BuzzFeed, Inc. - 2023-01-02

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 3
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Arroyo David
2. Issuer Name and Ticker or Trading Symbol
BuzzFeed, Inc. [ BZFD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Legal Officer
(Last) (First) (Middle)
C/O BUZZFEED, INC.
3. Date of Earliest Transaction (MM/DD/YY)
01/02/2023
(Street)
NEW YORK, NY10036
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 30,117 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 ) $ 0( 4 ) ( 2 ) ( 3 ) Class A Common Stock 7,459 D
Stock Option (Right to Buy)( 5 ) $ 8.34 ( 6 ) 12/02/2029 Class A Common Stock 22,950 D
Restricted Stock Units $ 0( 4 ) ( 7 ) ( 3 ) Class A Common Stock 17,985 D
Restricted Stock Units $ 0( 4 ) ( 7 ) ( 3 ) Class A Common Stock 15,756 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Arroyo David
C/O BUZZFEED, INC.
NEW YORK, NY10036
Chief Legal Officer
Signatures
/s/ Heather Flores-Ricks, Attorney-in-Fact for David Arroyo 01/12/2023
Signature of Reporting Person Date
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.

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).

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.