SEC Filing | BuzzFeed Inc.

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SEC FORM 3 SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Omer Matthew

(Last)

(First)

(Middle)

229 WEST 43RD STREET, 10TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/06/2023

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	59,308	D
Class A Common Stock	2,300	I	By spouse⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)⁽²⁾	⁽³⁾	12/02/2029	Class A Common Stock	15,300	8.34	D
Restricted Stock Units	⁽⁴⁾	⁽⁵⁾	Class A Common Stock	9,180	⁽⁶⁾	D
Restricted Stock Units	⁽⁷⁾	⁽⁵⁾	Class A Common Stock	20,984	⁽⁶⁾	D
Restricted Stock Units	⁽⁸⁾	⁽⁵⁾	Class A Common Stock	25,211	⁽⁶⁾	D
Restricted Stock Units	⁽⁹⁾	⁽⁵⁾	Class A Common Stock	80,000	⁽⁶⁾	D

Explanation of Responses:

1. Held of record by Mr. Omer's spouse. Mr. Omer may be deemed to beneficially own all of the shares held of record by his spouse; however, Mr. Omer disclaims beneficial ownership of the shares held of record by his spouse except to the extent of his pecuniary interest therein.

2. Represents stock options of the Issuer received pursuant to a business combination (the "Business Combination") which was effectuated in accordance with the terms of an Agreement and Plan of Merger dated as of June 24, 2021 (the "Merger Agreement") among (i) the Issuer, (ii) wholly-owned subsidiaries of the Issuer and (iii) the company formerly known as Buzzfeed, Inc. ("Original BuzzFeed"). At the Effective Time (as defined in the Merger Agreement), the Reporting Person's stock options previously awarded by Original BuzzFeed for shares of its Class A Common Stock were exchanged for substitute option awards, of an equivalent economic value, which vest and become exercisable for shares of the Issuer's Class A Common Stock.

3. This award was fully vested as of October 21, 2023.

4. 1,147 Restricted Stock Units ("RSUs") vested on August 15, 2023 and settled on November 7, 2023. The remaining 8,033 RSUs vests ratably as to 1/16 of the total award on the 15th of November, February, May and August thereafter.

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

6. 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.

7. 2,998 RSUs vested on August 15, 2023 and settled on November 7 2023. The remaining 17,986 RSUs vests ratably as to 1/12 of the total award on the 15th of November, February, May and August thereafter.

8. 3,151 RSUs vested on August 15, 2023 and settled on November 7 2023. The remaining 22,060 RSUs vests ratably as to 1/12 of the total award on the 15th of November, February, May and August thereafter.

9. 1/3 of the total award vests on May 19, 2024. The remainder vests as to 1/12 of the total award quarterly in eight equal installments on the 19th of August, November, February, and May thereafter.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Heather Flores-Ricks, Attorney-in-Fact for Matthew Omer	11/08/2023
	** 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 5 (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 Number.

Document

Exhibit 24

LIMITED POWER OF ATTORNEY

The undersigned hereby constitutes and appoints David Arroyo, Kathryn Murray, Heather Flores-Ricks, and Uyen Tang, as long as they are providing services to BuzzFeed, Inc., a Delaware corporation (the “Company”), or any of them, the undersigned’s true and lawful attorney-in-fact to:


			(1)			execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder;

			(2)			do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Forms 3, 4 and 5, complete and execute any amendment or amendments thereto, and timely file such forms with the Securities and Exchange Commission and any stock exchange or similar authority, if required; and

			(3)			take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or each such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of November, 2023.

By:_/s/ Matthew Omer ________________
Name: Matthew Omer

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