Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Omer Matthew

(Last)

(First)

(Middle)

229 WEST 43RD STREET, 10TH FLOOR

(Street)

NEW YORK

NY

10036

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BuzzFeed, Inc. [ BZFD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock⁽¹⁾	05/21/2024		M		6,666⁽²⁾	A	$0	23,762	D
Class A Common Stock⁽¹⁾	05/21/2024		M		117,188⁽²⁾	A	$0	140,950	D
Class A Common Stock⁽¹⁾	05/21/2024		M		574⁽²⁾	A	$0	141,524	D
Class A Common Stock⁽¹⁾	05/21/2024		M		1,499⁽²⁾	A	$0	143,023	D
Class A Common Stock⁽¹⁾	05/21/2024		M		1,576⁽²⁾	A	$0	144,599	D
Class A Common Stock⁽¹⁾	05/21/2024		F		45,499⁽³⁾	D	$0	99,100	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽¹⁾	⁽⁴⁾	05/21/2024		M			6,666	⁽⁵⁾	⁽⁶⁾	Class A Common Stock	6,666	$0	13,334	D
Restricted Stock Units⁽¹⁾	⁽⁴⁾	05/21/2024		M			117,188	⁽⁷⁾	⁽⁶⁾	Class A Common Stock	117,188	$0	351,562	D
Restricted Stock Units⁽¹⁾	⁽⁴⁾	05/21/2024		M			574	⁽⁸⁾	⁽⁶⁾	Class A Common Stock	574	$0	1,148	D
Restricted Stock Units⁽¹⁾	⁽⁴⁾	05/21/2024		M			1,499	⁽⁹⁾	⁽⁶⁾	Class A Common Stock	1,499	$0	2,249	D
Restricted Stock Units⁽¹⁾	⁽⁴⁾	05/21/2024		M			1,576	⁽¹⁰⁾	⁽⁶⁾	Class A Common Stock	1,576	$0	3,152	D

Explanation of Responses:

1. On May 6, 2024, the Issuer effected a 1-for-4 reverse split of the Issuer's Class A common stock, resulting in a reduction in the number of shares held by the Reporting Person. In addition, proportionate adjustments have been made to the Reporting Person's outstanding equity awards, including the number of restricted stock units ("RSUs") reflected on this Form 4. Accordingly, all amounts of securities reported on this Form 4 have been adjusted to reflect the 1-for-4 reverse stock split.

2. These shares of Class A common stock reflect the settlement, on May 21, 2024, of RSUs granted to the Reporting Person pursuant to the 2021 Equity Incentive Plan, each of which was converted into a share of the Issuer's Class A common stock on a 1-for-1 basis.

3. Shares withheld to pay taxes applicable to the settlement of the RSUs previously awarded to the Reporting Person to which footnote (2) refers.

4. Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock, subject to the Reporting Person's continued status as a service provider to the Issuer.

5. 6,666 RSUs vested on May 19, 2024. The remaining 13,334 RSUs vests as to 1/12 of the total award of 20,000 RSUs quarterly in eight equal installments on the 19th of each August, November, February, and May thereafter.

6. These RSUs do not expire; they either vest or are cancelled prior to the vesting date.

7. 58,594 RSUs vested on each January 1, 2024 and April 1, 2024. The remaining 351,562 RSUs vest ratably as to 1/8 of the total award of 468,750 RSUs quarterly on the 1st of each July, October, January, and April thereafter.

8. 287 RSUs vested on each February 15, 2024 and May 15, 2024. The remaining 1,148 RSUs vest 1/16 of the total award of 4,592 RSUs on the 15th of each August, November, February, and May thereafter.

9. 750 RSUs vested on February 15, 2024 and 749 RSUs vested on May 15, 2024. The remaining 2,249 RSUs vest 1/12 of the total award of 8,993 RSUs on the 15th of August, November, and February thereafter.

10. 788 RSUs vested on each February 15, 2024 and May 15, 2024. The remaining 3,152 RSUs vest 1/12 of the total award of 9,454 RSUs on the 15th of each August, November, February, and May thereafter.

Remarks:

	/s/ Heather Flores-Ricks, Attorney-in-Fact for Matthew Omer	05/23/2024
	** 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).
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