Sec Form 4 Filing - Herd Whitney Wolfe @ Bumble Inc. - 2021-02-10

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
Herd Whitney Wolfe
2. Issuer Name and Ticker or Trading Symbol
Bumble Inc. [ BMBL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO & Director
(Last) (First) (Middle)
C/O BUMBLE INC. 1105 WEST 41ST STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/10/2021
(Street)
AUSTIN, TX78756
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 B Common Stock 02/10/2021 A( 1 ) 1 ( 1 ) A 1 I See footnotes ( 2 ) ( 4 )
Class B Common Stock 02/10/2021 A( 1 ) 1 ( 1 ) A 1 I See footnotes ( 3 ) ( 4 )
Class A Common Stock 02/16/2021 P 465,116 A $ 43 465,116 I See footnote ( 5 )
Class A Common Stock 02/16/2021 P 23,255 A $ 43 23,255 I See footnote ( 6 )
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
Common Units of Buzz Holdings L.P. ( 7 ) 02/10/2021 A( 1 ) 20,978,855 ( 1 ) ( 7 ) ( 7 ) Class A Common Stock 20,978,855 $ 0 20,978,855 I See footnotes ( 2 ) ( 4 )
Incentive Units of Buzz Holdings L.P. $ 11.64 02/10/2021 A( 1 ) 5,894,311 ( 1 ) ( 8 ) ( 8 ) Class A Common Stock ( 8 ) 5,894,311 $ 0 5,894,311 I See footnotes ( 3 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Herd Whitney Wolfe
C/O BUMBLE INC. 1105 WEST 41ST STREET
AUSTIN, TX78756
X X CEO & Director
Signatures
/s/ Jiah Ham, Attorney-in-Fact 02/18/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities were acquired in connection with the reclassification of the interests of Buzz Holdings L.P. prior to the issuer's initial public offering (as more fully described in the Registration Statement). These securities were previously reported on the Reporting Person's Form 3 filed on February 11, 2020.
( 2 )These securities are held directly by Beehive Holdings III, LP.
( 3 )These securities are held directly by Beehive Holdings II, LP.
( 4 )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. The Reporting Persons is the sole member of Beehive Holdings Management II, LLC and Beehive Holdings Management III, LLC.
( 5 )These securities are held by the Reporting Person's spouse.
( 6 )These securities are held by a trust for the benefit of the Reporting Person's child, of which the Reporting Person's spouse is the trustee.
( 7 )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.
( 8 )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.

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