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SEC FORM 4 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).

1. Name and Address of Reporting Person^*

Johnson John S. III

(Last)

(First)

(Middle)

C/O CRM MANAGEMENT

PO BOX 778

(Street)

NEW YORK

10013

(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
	Officer (give title below)	X	Other (specify below)
Member of 10% Group

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2022

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

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. 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	06/23/2022		C		31,461	A	⁽¹⁾	31,461	D
Class A Common Stock	06/23/2022		C		5,550,953	A	⁽¹⁾	5,550,953	I	By Johnson BF, LLC⁽²⁾

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)
Class B Common Stock	⁽¹⁾	06/23/2022		C			31,461	⁽³⁾	⁽³⁾	Class A Common Stock	31,461	$0.00	0	D
Class B Common Stock	⁽¹⁾	06/23/2022		C			5,550,953	⁽³⁾	⁽³⁾	Class A Common Stock	5,550,953	$0.00	0	I	By Johnson BF, LLC⁽²⁾

1. Name and Address of Reporting Person^*

Johnson John S. III

(Last)

(First)

(Middle)

C/O CRM MANAGEMENT

PO BOX 778

(Street)

NEW YORK

10013

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Johnson BF, LLC

(Last)

(First)

(Middle)

C/O CRM MANAGEMENT

PO BOX 778

(Street)

NEW YORK

10013

(City)

(State)

(Zip)

Explanation of Responses:

1. Each share of Class B Common Stock was converted into one share of Class A Common Stock of the issuer for no additional consideration at the option of the Reporting Person.

2. These shares are directly held by Johnson BF, LLC, of which John S. Johnson, III is the sole member.

3. Each share of Class B Common Stock is convertible into one share of Class A Common Stock of the issuer at the election of the Reporting Person at any time; provided; however, that each share of Class B Common Stock shall automatically be converted into Class A Common Stock on a one for one basis on the earlier of: (i) the date of death of Jonah Peretti or (ii) the date specified by the affirmative vote of the holders of a majority of the Class B Common Stock then outstanding. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value (subject to certain exceptions).

Remarks:

John S. Johnson, III and Johnson BF, LLC (collectively, the "Johnson Parties") may be deemed to be members of a "group," within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 with Jonah Peretti and Jonah Peretti, LLC (together, "Peretti"). The Johnson Parties do not have any pecuniary interest in any shares beneficially owned by Peretti, and the Johnson Parties disclaim beneficial ownership of such shares.

	/s/ John S. Johnson, III	08/22/2022
	Johnson BF, LLC, /s/ John S. Johnson, III, By: John S. Johnson, III, Sole Member	08/22/2022
	** 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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