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*
Jonah Peretti, LLC

(Last) (First) (Middle)
C/O BUZZFEED, INC.
111 EAST 18TH STREET, 13TH FLOOR

(Street)
NEW YORK NY 10003

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/03/2021
3. Issuer Name and Ticker or Trading Symbol
BuzzFeed, Inc. [ BZFD ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
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)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) (1) Class A Common Stock 6,437,416(2) (3) D
Explanation of Responses:
1. 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 holder 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 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)
2. Includes 1,200,000 shares currently held in escrow pursuant to an Amended and Restated Escrow Agreement (the "Escrow Agreement") dated as of December 3, 2021 and entered into by and among: (i) PNC Bank, National Association; (ii) NBCUniversal Media, LLC ("NBCU"); (iii) Jonah Peretti; and (iv) the reporting person. The Escrow Agreement expires on December 3, 2023.
3. Represents shares of Class B Common Stock 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 shares of stock of Original BuzzFeed were exchanged for shares of Class B Common Stock of the issuer based on an exchange ratio of 0.306 to 1. The aggregate number of shares of Class B Common Stock reflected in Table II of this Form represents the total number of shares of the issuer's Class B Common Stock received by the reporting person after giving effect to the aforementioned share exchange.
Remarks:
This report is one of two reports, each on a separate Form 3 or Form 4 (as applicable) but relating to the same holdings, which are being filed by Jonah Peretti, LLC and Jonah Peretti, respectively. Jonah Peretti, LLC and Jonah Peretti (collectively, the "Peretti Parties") may be deemed, as between each other, to be members of a "group" (within the meaning of Section 13(d)(3) ("Section 13(d)") of the Securities Exchange Act of 1934 (the "Act"). Furthermore, the Peretti Parties may also be deemed to be members of a "group," within the meaning of Section 13(d) of the Act, with: (i) 200 Park Avenue Partners, LLC and certain of its controlled entities (collectively, "Park Avenue") and/or (ii) John S. Johnson III and Johnson BF, LLC (together with Park Avenue, the "Other Parties"). The Peretti Parties do not have any pecuniary interest in any shares beneficially owned by any of the Other Parties, and the Peretti Parties disclaim beneficial ownership of such shares.
/s/ Rhonda Powell, as Attorney-in-Fact for Jonah Peretti, LLC 12/07/2021
** 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).
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LIMITED POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Rhonda Powell and Samuel Torres,
as long as they are providing services to BuzzFeed, Inc., a Delaware corporation
(the "Company"), 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
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 and 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.

The undersigned agrees that each such attorney-in-fact may rely entirely on
information furnished orally or in writing by the undersigned to each such
attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the
Company and each such attorney-in-fact against any losses, claims, damages or
liabilities (or actions in these respects) that arise out of or are based on any
untrue statement or omission of necessary facts in the information provided by
the undersigned to such attorney-in-fact for purposes of executing,
acknowledging, delivering and filing Forms 3, 4 or 5 (including amendments
thereto) and agrees to reimburse the Company and each such attorney-in-fact for
any legal or other expenses reasonably incurred in connection with investigating
or defending against any such loss, claim, damage, liability or action.

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 October 27, 2021

JONAH PERETTI, LLC


By:  	/s/ Jonah Peretti
Name:   Jonah Peretti
Title:	Managing Member