Explanation of
Responses: |
(1) |
This amount represents the
$22.80 secondary public offering price per share of Class A common
stock of the Issuer, less the underwriting discount of $0.627 per
share. |
(2) |
Reflects securities directly
held by BX Buzz ML-1 Holdco L.P. The general partner of BX Buzz
ML-1 Holdco L.P. is BX Buzz ML-1 GP LLC. BXG Buzz Holdings L.P. is
the sole limited partner of BX Buzz ML-1 Holdco L.P. and the sole
member of BX Buzz ML-1 GP LLC. BXG Holdings Manager L.L.C. is the
general partner of BXG Buzz Holdings L.P. Blackstone Growth
Associates L.P. is the managing member of BXG Holdings Manager
L.L.C. BXGA L.L.C. is the general partner of Blackstone Growth
Associates L.P. |
(3) |
Reflects securities directly
held by BX Buzz ML-2 Holdco L.P. The general partner of BX Buzz
ML-2 Holdco L.P. is BX Buzz ML-2 GP LLC. BCP Buzz Holdings L.P. is
the sole limited partner of BX Buzz ML-2 Holdco L.P. and the sole
member of BX Buzz ML-2 GP LLC. BCP VII Holdings Manager - NQ L.L.C.
is the general partner of BCP Buzz Holdings L.P. Blackstone
Management Associates VII NQ L.L.C. is the managing member of BCP
VII Holdings Manager - NQ L.L.C. BMA VII NQ L.L.C. is the managing
member of Blackstone Management Associates VII NQ
L.L.C. |
(4) |
Reflects securities directly
held by BX Buzz ML-3 Holdco L.P. The general partner of BX Buzz
ML-3 Holdco L.P. is BX Buzz ML-3 GP LLC. BSOF Buzz Aggregator
L.L.C. is the sole limited partner of BX Buzz ML-3 Holdco L.P. and
the sole member of BX Buzz ML-3 GP LLC. Blackstone Strategic
Opportunity Associates L.L.C. is the managing member of BSOF Buzz
Aggregator L.L.C. |
(5) |
Reflects securities directly
held by BX Buzz ML-4 Holdco L.P. The general partner of BX Buzz
ML-4 Holdco L.P. is BX Buzz ML-4 GP LLC. BTO Buzz Holdings II L.P.
is the sole limited partner of BX Buzz ML-4 Holdco L.P. and the
sole member of BX Buzz ML-4 GP LLC. BTO Holdings Manager L.L.C. is
the general partner of BTO Buzz Holdings II L.P. Blackstone
Tactical Opportunities Associates L.L.C. is the managing member of
BTO Holdings Manager L.L.C. BTOA L.L.C. is the managing member of
Blackstone Tactical Opportunities Associates L.L.C. Blackstone
Holdings III L.P. is the managing member of BTOA L.L.C. Blackstone
Holdings III GP L.P. is the general partner of Blackstone Holdings
III L.P. Blackstone Holdings III GP Management L.L.C. is the
general partner of Blackstone Holdings III GP L.P. |
(6) |
Reflects securities directly
held by BX Buzz ML-5 Holdco L.P. The general partner of BX Buzz
ML-5 Holdco L.P. is BX Buzz ML-5 GP LLC. Blackstone Buzz Holdings
L.P. is the sole limited partner of BX Buzz ML-5 Holdco L.P. and
the sole member of BX Buzz ML-5 GP LLC. BTO Holdings Manager-NQ
L.L.C. is the general partner of Blackstone Buzz Holdings L.P.
Blackstone Tactical Opportunities Associates-NQ L.L.C. is the
managing member of BTO Holdings Manager-NQ L.L.C. BTOA-NQ L.L.C. is
the sole member of Blackstone Tactical Opportunities Associates-NQ
L.L.C. |
(7) |
Reflects securities directly
held by BX Buzz ML-6 Holdco L.P. The general partner of BX Buzz
ML-6 Holdco L.P. is BX Buzz ML-6 GP LLC. Blackstone Tactical
Opportunities Fund - FD L.P. is the sole limited partner of BX Buzz
ML-6 Holdco L.P. and the sole member of BX Buzz ML-6 GP LLC.
Blackstone Tactical Opportunities Associates III - NQ L.P. is the
general partner of Blackstone Tactical Opportunities Fund - FD L.P.
BTO DE GP - NQ L.L.C. is the general partner of Blackstone Tactical
Opportunities Associates III - NQ L.P. |
(8) |
Reflects securities directly
held by BX Buzz ML-7 Holdco L.P. The general partner of BX Buzz
ML-7 Holdco L.P. is BX Buzz ML-7 GP LLC. Blackstone Family
Investment Partnership-Growth ESC L.P. is the sole limited partner
of BX Buzz ML-7 Holdco L.P. and the sole member of BX Buzz ML-7 GP
LLC. BXG Side-by-Side GP L.L.C. is the general partner of
Blackstone Family Investment Partnership-Growth ESC
L.P. |
(9) |
Blackstone Holdings II L.P.
is the managing member of each of BTOA-NQ L.L.C., BTO DE GP-NQ
L.L.C., BXGA L.L.C., and BMA VII NQ L.L.C., and the sole member of
each of BXG Side-by-Side GP L.L.C. and Blackstone Strategic
Opportunity Associates L.L.C. Blackstone Holdings I/II GP L.L.C. is
the general partner of Blackstone Holdings II L.P. |
(10) |
Blackstone Inc. is the sole
member of each of Blackstone Holdings I/II GP L.L.C. and Blackstone
Holdings III GP Management L.L.C. The sole holder of the Series II
preferred stock of Blackstone Inc. is Blackstone Group Management
L.L.C. Blackstone Group Management L.L.C. is wholly-owned by
Blackstone's senior managing directors and controlled by its
founder, Stephen A. Schwarzman. |
(11) |
Pursuant to the terms of an
exchange agreement, dated as of February 10, 2021, common units of
Buzz Holdings L.P. held by the Reporting Persons are exchangeable
for shares of the issuer's Class A common stock on a one-for-one
basis. These exchange rights do not expire. |
(12) |
Due to the limitations of
the electronic filing system certain Reporting Persons are filing
separate Forms 4. |
(13) |
Information with respect to
each of the Reporting Persons is given solely by such Reporting
Person, and no Reporting Person has responsibility for the accuracy
or completeness of information supplied by another Reporting
Person. |
(14) |
Each of the Reporting
Persons (other than to the extent it directly holds securities
reported herein) disclaims beneficial ownership of the securities
held by the other Reporting Persons, except to the extent of such
Reporting Person's pecuniary interest therein, and, pursuant to
Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of
the Reporting Persons (other than to the extent it directly holds
securities reported herein) states that the inclusion of these
securities in this report shall not be deemed an admission of
beneficial ownership of all of the reported securities for purposes
of Section 16 or for any other purpose. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
BCP Buzz Holdings L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY 10154 |
|
X |
|
|
BCP VII Holdings Manager - NQ L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY 10154 |
|
X |
|
|
Blackstone Management Associates VII NQ
L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY 10154 |
|
X |
|
|
BMA VII NQ L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY 10154 |
|
X |
|
|
BTO Buzz Holdings II L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY 10154 |
|
X |
|
|
BTO Holdings Manager L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY 10154 |
|
X |
|
|
Blackstone Tactical Opportunities Associates
L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY 10154 |
|
X |
|
|
BTOA L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY 10154 |
|
X |
|
|
Blackstone Holdings III L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY 10154 |
|
X |
|
|
Blackstone Holdings III GP L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY 10154 |
|
X |
|
|
Signatures
|
BCP BUZZ HOLDINGS L.P., By: BCP VII Holdings
Manager - NQ L.L.C., its general partner, By: Blackstone Management
Associates VII NQ L.L.C., its managing member, By: BMA VII NQ
L.L.C., its sole member, By: /s/ Tabea Hsi, Senior Managing
Director |
|
3/8/2023 |
**Signature of Reporting
Person |
Date |
BCP VII HOLDINGS MANAGER - NQ L.L.C., By:
Blackstone Management Associates VII NQ L.L.C., its managing
member, By: BMA VII NQ L.L.C., its sole member, By: /s/ Tabea Hsi,
Name: Tabea Hsi, Title: Senior Managing Director |
|
3/8/2023 |
**Signature of Reporting
Person |
Date |
BLACKSTONE MANAGEMENT ASSOCIATES VII NQ L.L.C.,
By: BMA VII NQ L.L.C., its managing member, By: /s/ Tabea Hsi,
Name: Tabea Hsi, Title: Senior Managing Director |
|
3/8/2023 |
**Signature of Reporting
Person |
Date |
BMA VII NQ L.L.C., By: /s/ Tabea Hsi, Name: Tabea
Hsi, Title: Senior Managing Director |
|
3/8/2023 |
**Signature of Reporting
Person |
Date |
BTO BUZZ HOLDINGS II L.P., By: BTO Holdings
Manager L.L.C., GP, By: BTOA L.L.C., MM, By: Blackstone Holdings
III L.P., indirect MM, By: Blackstone Holdings III GP L.P., GP, By:
Blackstone Holdings III GP Management L.L.C., GP, By: /s/ Tabea
Hsi, SMD |
|
3/8/2023 |
**Signature of Reporting
Person |
Date |
BTO HOLDINGS MANAGER L.L.C., By: BTOA L.L.C.,
indirect MM, By: Blackstone Holdings III L.P., MM, By: Blackstone
Holdings III GP L.P., GP, By: Blackstone Holdings III GP Management
L.L.C., GP, By: /s/ Tabea Hsi, SMD |
|
3/8/2023 |
**Signature of Reporting
Person |
Date |
BLACKSTONE TACTICAL OPPORTUNITIES ASSOCIATES,
L.L.C., By: BTOA L.L.C., MM, By: Blackstone Holdings III L.P., MM,
By: Blackstone Holdings III GP L.P., GP, By: Blackstone Holdings
III GP Management L.L.C., GP, By: /s/ Tabea Hsi,
SMD |
|
3/8/2023 |
**Signature of Reporting
Person |
Date |
BTOA L.L.C., By: Blackstone Holdings III L.P.,
its managing member, By: Blackstone Holdings III GP L.P., its
general partner, By: Blackstone Holdings III GP Management L.L.C.,
its general partner, By: /s/ Tabea Hsi, Senior Managing
Director |
|
3/8/2023 |
**Signature of Reporting
Person |
Date |
BLACKSTONE HOLDINGS III L.P., By: Blackstone
Holdings III GP L.P., its GP, By: Blackstone Holdings III GP
Management L.L.C., its GP, By: /s/ Tabea Hsi, Name: Tabea Hsi,
Title: Senior Managing Director |
|
3/8/2023 |
**Signature of Reporting
Person |
Date |
BLACKSTONE HOLDINGS III GP L.P., By: Blackstone
Holdings III GP Management L.L.C., its general partner, By: /s/
Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing
Director |
|
3/8/2023 |
**Signature of Reporting
Person |
Date |