Statement of Changes in Beneficial Ownership (4)
March 08 2023 - 4:38PM
Edgar (US Regulatory)
FORM 4
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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
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3235-0287
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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
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Herd Whitney Wolfe |
2. Issuer Name and Ticker or Trading Symbol
Bumble Inc.
[
BMBL
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
C/O BUMBLE INC., 1105 WEST 41ST STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/8/2023 |
(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)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 3/8/2023 | | C(1) | | 2000000 | A | (1) | 2000000 | I | See footnote (3) |
Class A Common Stock | 3/8/2023 | | S | | 2000000 | D | $22.173 (2) | 0 | I | See footnote (3) |
Class A Common Stock | | | | | | | | 465116 | I | See footnote (4) |
Class A Common Stock | | | | | | | | 23255 | I | See footnote (5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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. | (1) | 3/8/2023 | | C (1) | | | 2000000 | (1) | (1) | Class A Common Stock | 2000000 | $0.00 | 22230911 | I | See footnote (3) |
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. 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. |
(2) | 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. |
(3) | These securities are held directly by Beehive Holdings III, LP. The general partner of Beehive Holdings III, LP is Beehive Holdings Management III, LLC. The Reporting Person is the sole member of Beehive Holdings Management III, LLC. |
(4) | These securities are held by the Reporting Person's spouse. |
(5) | These securities are held by a trust of which the Reporting Person's spouse is the trustee. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Herd Whitney Wolfe C/O BUMBLE INC. 1105 WEST 41ST STREET AUSTIN, TX 78756 | X | X | Chief Executive Officer |
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Beehive Holdings III, LP C/O BUMBLE INC. 1105 WEST 41ST STREET AUSTIN, TX 78756 |
| X |
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Signatures
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/s/ Whitney Wolfe Herd | | 3/8/2023 |
**Signature of Reporting Person | Date |
BEEHIVE HOLDINGS III, LP, By: Beehive Holdings Management III, LLC, its general partner, By: /s/ Whitney Wolfe Herd, Name: Whitney Wolfe Herd, Title: Sole Member | | 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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