Statement of Changes in Beneficial Ownership (4)
March 08 2023 - 04:38PM
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).
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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
|
|
1. Name
and Address of Reporting Person * Herd Whitney
Wolfe |
2. Issuer Name and Ticker or Trading
Symbol Bumble Inc. [ BMBL ] |
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)
|
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 |
|
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)
|
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
|
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 |
|
Beehive Holdings III, LP
C/O BUMBLE INC.
1105 WEST 41ST STREET
AUSTIN, TX 78756 |
|
X |
|
|
Signatures
|
/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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