Statement of Changes in Beneficial Ownership (4)
March 08 2023 - 04:34PM
Edgar (US Regulatory)
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 OF SECURITIES
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
|
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
|
|
1. Name
and Address of Reporting Person * BX Buzz ML-1 Holdco
L.P. |
2. Issuer Name and Ticker or Trading
Symbol Bumble Inc. [ BMBL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
(Last)
(First)
(Middle)
C/O BLACKSTONE INC., 345 PARK AVENUE |
3. Date of Earliest Transaction (MM/DD/YYYY)
3/8/2023
|
(Street)
NEW YORK, NY 10154
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) ___
Form filed by One Reporting Person
_ X _ 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 |
3/8/2023 |
|
S |
|
284960 |
D |
$22.173 (1) |
1595469 |
I |
See Footnotes (2)(9)(10)(12)(13)(14) |
Class A Common Stock |
3/8/2023 |
|
S |
|
3920892 |
D |
$22.173 (1) |
21952799 |
I |
See Footnotes (3)(9)(10)(12)(13)(14) |
Class A Common Stock |
3/8/2023 |
|
S |
|
636523 |
D |
$22.173 (1) |
3563850 |
I |
See Footnotes (4)(9)(10)(12)(13)(14) |
Class A Common Stock |
3/8/2023 |
|
S |
|
1698508 |
D |
$22.173 (1) |
9509834 |
I |
See Footnotes (5)(10)(12)(13)(14) |
Class A Common Stock |
3/8/2023 |
|
C |
|
5149714 |
A |
(11) |
5168071 |
I |
See Footnotes (6)(9)(10)(12)(13)(14) |
Class A Common Stock |
3/8/2023 |
|
S |
|
5152496 |
D |
$22.173 (1) |
15575 |
I |
See Footnotes (6)(9)(10)(12)(13)(14) |
Class A Common Stock |
3/8/2023 |
|
C |
|
46472 |
A |
(11) |
46472 |
I |
See Footnotes (7)(9)(10)(12)(13)(14) |
Class A Common Stock |
3/8/2023 |
|
S |
|
46472 |
D |
$22.173 (1) |
0 |
I |
See Footnotes (7)(9)(10)(12)(13)(14) |
Class A Common Stock |
3/8/2023 |
|
C |
|
10149 |
A |
(11) |
10149 |
I |
See Footnotes (8)(9)(10)(12)(13)(14) |
Class A Common Stock |
3/8/2023 |
|
S |
|
10149 |
D |
$22.173 (1) |
0 |
I |
See Footnotes (8)(9)(10)(12)(13)(14) |
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 |
Common Units of Buzz Holdings
L.P. |
(11) |
3/8/2023 |
|
C |
|
|
5149714 |
(11) |
(11) |
Class A Common Stock |
5149714 |
$0.00 |
28832892 |
I |
See Footnotes (6)(9)(10)(12)(13)(14) |
Common Units of Buzz Holdings
L.P. |
(11) |
3/8/2023 |
|
C |
|
|
46472 |
(11) |
(11) |
Class A Common Stock |
46472 |
$0.00 |
260195 |
I |
See Footnotes (7)(9)(10)(12)(13)(14) |
Common Units of Buzz Holdings
L.P. |
(11) |
3/8/2023 |
|
C |
|
|
10149 |
(11) |
(11) |
Class A Common Stock |
10149 |
$0.00 |
56820 |
I |
See Footnotes (8)(9)(10)(12)(13)(14) |
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 |
BX Buzz ML-1 Holdco L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY 10154 |
|
X |
|
|
BX Buzz ML-2 Holdco L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY 10154 |
|
X |
|
|
BX Buzz ML-3 Holdco L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY 10154 |
|
X |
|
|
BX Buzz ML-4 Holdco L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY 10154 |
|
X |
|
|
BX Buzz ML-5 Holdco L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY 10154 |
|
X |
|
|
BX Buzz ML-6 Holdco L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY 10154 |
|
X |
|
|
BX Buzz ML-7 Holdco L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY 10154 |
|
X |
|
|
Signatures
|
BX BUZZ ML-1 HOLDCO L.P., By: BX Buzz ML-1 GP
LLC, its general partner, By: /s/ Robert Brooks, Name: Robert
Brooks, Title: Vice President |
|
3/8/2023 |
**Signature of Reporting
Person |
Date |
BX BUZZ ML-2 HOLDCO L.P., By: BX Buzz ML-2 GP
LLC, its general partner, By: /s/ Robert Brooks, Name: Robert
Brooks, Title: Vice President |
|
3/8/2023 |
**Signature of Reporting
Person |
Date |
BX BUZZ ML-3 HOLDCO L.P., By: BX Buzz ML-3 GP
LLC, its general partner, By: /s/ Robert Brooks, Name: Robert
Brooks, Title: Vice President |
|
3/8/2023 |
**Signature of Reporting
Person |
Date |
BX BUZZ ML-4 HOLDCO L.P., By: BX Buzz ML-4 GP
LLC, its general partner, By: /s/ Robert Brooks, Name: Robert
Brooks, Title: Vice President |
|
3/8/2023 |
**Signature of Reporting
Person |
Date |
BX BUZZ ML-5 HOLDCO L.P., By: BX Buzz ML-5 GP
LLC, its general partner, By: /s/ Robert Brooks, Name: Robert
Brooks, Title: Vice President |
|
3/8/2023 |
**Signature of Reporting
Person |
Date |
BX BUZZ ML-6 HOLDCO L.P., By: BX Buzz ML-6 GP
LLC, its general partner, By: /s/ Robert Brooks, Name: Robert
Brooks, Title: Vice President |
|
3/8/2023 |
**Signature of Reporting
Person |
Date |
BX BUZZ ML-7 HOLDCO L.P., By: BX Buzz ML-7 GP
LLC, its general partner, By: /s/ Robert Brooks, Name: Robert
Brooks, Title: Vice President |
|
3/8/2023 |
**Signature of Reporting
Person |
Date |
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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