Statement of Changes in Beneficial Ownership (4)
November 22 2022 - 04:31PM
Edgar (US Regulatory)
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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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| 1. Name
and Address of Reporting Person * Steele Elisa |
2. Issuer Name and Ticker or Trading
Symbol Bumble Inc. [ BMBL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
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|
(Last)
(First)
(Middle)
C/O BUMBLE INC., 1105 WEST 41ST STREET |
3. Date of Earliest Transaction (MM/DD/YYYY)
11/18/2022
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|
(Street)
AUSTIN, TX 78756
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
11/18/2022 |
|
M(1) |
|
7724 |
A |
(1) |
16849 |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 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 |
|
Incentive Units of Buzz Holdings
L.P. |
$11.64 |
11/18/2022 |
|
M (2) |
|
|
15317 |
(2) |
(2) |
Class A Common Stock (2) |
15317 |
$0.00 |
72598 |
D |
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|
Common Units of Buzz Holdings
L.P. |
(1) |
11/18/2022 |
|
M (2) |
|
15317 |
|
(1) |
(1) |
Class A Common Stock |
15317 |
$11.64 |
15317 |
D |
|
|
Common Units of Buzz Holdings
L.P. |
(1) |
11/18/2022 |
|
F (3) |
|
|
7593 |
(1) |
(1) |
Class A Common Stock |
7593 |
$23.4809 |
7724 |
D |
|
|
Common Units of Buzz Holdings
L.P. |
(1) |
11/18/2022 |
|
M (1) |
|
|
7724 |
(1) |
(1) |
Class A Common Stock |
7724 |
$0.00 |
0 |
D |
|
| Explanation of
Responses: |
| (1) |
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 Person
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. |
| (2) |
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. Of
the original amount of 99,904 Incentive Units originally reported,
59,943 are time-based Incentive Units, which vest in five equal
annual installments beginning on July 1, 2021. The remaining
Incentive Units vest in 36 equal monthly installments, with the
first installment vesting on August 29, 2022, or earlier if
affiliates of Blackstone Inc. receive cash proceeds in respect of
their common equity in the Issuer and its subsidiaries as more
fully described in the Issuer's Registration Statement on Form S-1
(File No. 333-252124). Any unexercised Incentive Units will
automatically be converted into Common Units on February 10,
2028. |
| (3) |
Reflects Common Units deemed
to be withheld in connection with the exchange of Incentive Units
described herein. |
Reporting
Owners
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|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Steele Elisa
C/O BUMBLE INC.
1105 WEST 41ST STREET
AUSTIN, TX 78756 |
X |
|
|
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Signatures
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|
/s/ Jiah Ham, Attorney-in-Fact |
|
11/22/2022 |
| **Signature of Reporting
Person |
Date |
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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 control number. |
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