This Amendment No. 4 (“Amendment No. 4”) to
Schedule 13D relates to the Class A common stock, par value
$0.01 per share (the “Class A Common Stock”), of
Bumble Inc., a Delaware corporation (the “Issuer”), and
amends and supplements the initial statement on Schedule 13D filed
on February 26, 2021, as amended by Amendment No. 1 to
the Schedule 13D filed on April 28, 2021, Amendment No. 2
to the Schedule 13D filed on June 25, 2021 and Amendment
No. 3 to the Schedule 13D filed on September 15, 2021 (as
so amended, the “Schedule 13D”). Capitalized terms used but
not defined in this Amendment No. 4 shall have the same
meanings ascribed to them in the Schedule 13D.
Item 2. |
Identity and Background
|
Item 2 of the Schedule 13D is hereby amended by incorporating
herein by reference the information set forth on the updated
Schedule I attached hereto.
Item 4. |
Purpose of Transaction
|
Item 4 of the Schedule 13D is hereby amended and supplemented by
the following:
On March 2, 2023, BX Buzz ML-1 Holdco L.P., BX Buzz ML-2 Holdco L.P., BX Buzz ML-3 Holdco L.P., BX Buzz ML-4 Holdco L.P., BX Buzz ML-5 Holdco L.P., BX Buzz ML-6 Holdco L.P. and BX Buzz
ML-7 Holdco L.P.
(collectively, the “Holdco Entities”), Beehive Holdings III,
LP (together with the Holdco Entities, the “selling
stockholders”), the Issuer and Buzz Holdings L.P. entered into
an underwriting agreement (the “Underwriting Agreement”)
with the underwriters named therein (the “Underwriters”).
Pursuant to the Underwriting Agreement, the selling stockholders
agreed to sell to the Underwriters in the aggregate 13,750,000
shares of Class A Common Stock at a price of $22.173 per share
(the “March 2023 Offering”). Pursuant to the Underwriting
Agreement, the Holdco Entities also granted to the Underwriters a
30-day option to purchase
up to an additional 2,062,500 shares of Class A Common Stock.
The March 2023 Offering closed on March 8, 2023.
Pursuant to the Underwriting Agreement, the selling stockholders
have entered into a lock-up
agreement (the “Lock-Up
Agreement”) with the Underwriters pursuant to which each has
agreed with the Underwriters, subject to customary exceptions, not
to offer, sell, contract to sell, pledge, grant any option to
purchase, make any short sale or otherwise dispose of any shares of
Class A Common Stock, or any options or warrants to purchase
any shares of Class A Common Stock, or any securities
convertible into, exchangeable for or that represent the right to
receive shares of Class A Common Stock (including, without
limitation, Common Units) during the period from March 2, 2023
continuing through the date 60 days thereafter, except with the
prior written consent of the Underwriters. The foregoing
description of the Lock-Up
Agreement set forth in this Item 4 does not purport to be complete
and is qualified in its entirety by reference to the full text of
the Lock-Up Agreement,
which has been filed as Exhibit H hereto and is incorporated herein
by reference.
Item 5. |
Interest in Securities of the Issuer
|
Item 5(a)-(b) of the Schedule 13D is hereby amended and restated as
follows:
(a) and (b) Calculations of the percentage of the shares of
Class A Common Stock beneficially owned assumes that there
were 137,375,380 shares of Class A Common Stock outstanding as
of March 8, 2023, following the closing of the March 2023
Offering, based on 130,169,045 shares of Class A Common Stock
outstanding as of January 31, 2023, as set forth in the
prospectus filed by the Issuer on March 6, 2023 and the
additional 7,206,335 shares of Class A Common Stock issued
upon conversion of an equal number of Common Units by certain of
the selling stockholders in connection with the March 2023
Offering, and takes into account any shares of Class A Common
Stock underlying Common Units held by the Reporting Persons, as
applicable.
The aggregate number and percentage of the Class A Common
Stock beneficially owned by each Reporting Person and, for each
Reporting Person, the number of shares as to which there is sole
power to vote or to direct the vote, shared power to vote or to
direct the vote, sole power to dispose or to direct the
disposition, or shared power to dispose or to direct the
disposition are set forth on rows 7 through 11 and row 13 of the
cover pages of this Schedule 13D and are incorporated herein by
reference.
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