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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*
Rothstein Adam
(Last) (First) (Middle)
C/O BUZZFEED, INC.
111 EAST 18TH STREET, 13TH FLOOR
(Street)
NEW YORK NY 10003
(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/03/2021
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)
Code V Amount (A) or (D) Price
Class A Common Stock 12/03/2021 M 6,195,040 A (1) 6,852,540 I By 200 Park Avenue Partners, LLC(2)
Class A Common Stock 12/03/2021 A 100,000 A $10(3) 6,952,540 I By 200 Park Avenue Partners, LLC
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class F Common Stock (1) 12/03/2021 M 6,195,040 (1) (1) Class A Common Stock 6,195,040 $0.00 0 I By 200 Park Avenue Partners, LLC(2)
Private Placement Warrants (right to buy) $11.5 12/03/2021 A 252,500 (4) (4) Class A Common Stock 252,500 $30 252,500 I By 200 Park Avenue Partners, LLC(2)
Explanation of Responses:
1. On the transaction date (the "Completion Date"), pursuant to the issuer's Amended and Restated Certificate of Incorporation, as amended, each share of the issuer's Class F Common Stock automatically converted into one share of the issuer's Class A Common Stock upon completion of the business combination (the "Business Combination") entered into by and among: (i) the issuer; (ii) wholly-owned subsidiaries of the issuer; and (iii) the company formerly known as Buzzfeed, Inc. ("Original BuzzFeed").
2. The shares are directly held by 200 Park Avenue Partners, LLC ("Park Avenue"), which was the issuer's sponsor for the Business Combination. As of the Completion Date and as of the date hereof, the reporting person is not a managing member of Park Avenue. The reporting person disclaims all voting and investment power over the securities held by Park Avenue. Further, the reporting person disclaims beneficial ownership of the securities held by Park Avenue except to the extent of his individual pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934 (as amended, the "Act") or for any other purpose.
3. In connection the consummation of the Business Combination, the issuer issued the securities described in this row to Park Avenue, as its sponsor in the Business Combination, in satisfaction of a $1,000,000 working capital loan from Park Avenue to the issuer.
4. The private placement warrants were acquired from the issuer in connection with its initial public offering, the terms of which are described under the heading "Description of Securities" in the issuer's registration statement on Form S-1 (File No. 333-251650). Each private placement warrant is exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share, subject to certain adjustments. The private placement warrants are reported as acquired for purposes of Section 16 of the Act concurrently with the completion of the Business Combination, because they did not become derivative securities until the Completion Date pursuant to their exercise terms.
Remarks:
By virtue of a Voting Agreement entered into by Park Avenue upon completion of the Business Combination, Park Avenue may be deemed to be a member of a "group" (within the meaning of Section 13(d)(3) of the Act) with: (i) Jonah Peretti and Jonah Peretti, LLC (collectively, "Peretti") and/or (ii) John S. Johnson III and Johnson BF, LLC (together with Peretti, the "Other Parties"). Neither Adam Rothstein nor Park Avenue has any pecuniary interest in any shares beneficially owned by any of the Other Parties, and Adam Rothstein and Park Avenue disclaim beneficial ownership of such shares.
/s/ Rhonda Powell, as Attorney-in-Fact for Adam Rothstein 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 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 Number.
LIMITED POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Rhonda Powell, Samuel Torres,
Felicia DellaFortuna, Jordan Nadell, and Jackie Chen 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.

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 2nd day of December, 2021.



By:     /s/ Adam Rothstein
Name:	Adam Rothstein