SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

 

Buzzfeed, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001

(Title of Class of Securities)

12430A 102

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


  1    

  NAMES OF REPORTING PERSONS

 

  RRE Ventures IV, L.P.

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

   5    

  SOLE VOTING POWER

 

  0

   6  

  SHARED VOTING POWER

 

  9,537,830

   7  

  SOLE DISPOSITIVE POWER

 

  0

   8  

  SHARED DISPOSITIVE POWER

 

  9,537,830

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  9,537,830

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  8.6%

12  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  PN


  1    

  NAMES OF REPORTING PERSONS

 

  RRE Ventures GP IV, LLC

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

   5    

  SOLE VOTING POWER

 

  0

   6  

  SHARED VOTING POWER

 

  9,537,830

   7  

  SOLE DISPOSITIVE POWER

 

  0

   8  

  SHARED DISPOSITIVE POWER

 

  9,537,830

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  9,537,830

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  8.6%

12  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  OO


  1    

  NAMES OF REPORTING PERSONS

 

  RRE Leaders Fund, L.P.

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

   5    

  SOLE VOTING POWER

 

  0

   6  

  SHARED VOTING POWER

 

  812,577

   7  

  SOLE DISPOSITIVE POWER

 

  0

   8  

  SHARED DISPOSITIVE POWER

 

  812,577

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  812,577

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  0.7%

12  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  PN


  1    

  NAMES OF REPORTING PERSONS

 

  RRE Leaders GP, LLC

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

   5    

  SOLE VOTING POWER

 

  0

   6  

  SHARED VOTING POWER

 

  812,577

   7  

  SOLE DISPOSITIVE POWER

 

  0

   8  

  SHARED DISPOSITIVE POWER

 

  812,577

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  812,577

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  0.7%

12  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  OO


  1    

  NAMES OF REPORTING PERSONS

 

  James D. Robinson IV

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

   5    

  SOLE VOTING POWER

 

  0

   6  

  SHARED VOTING POWER

 

  10,350,407

   7  

  SOLE DISPOSITIVE POWER

 

  0

   8  

  SHARED DISPOSITIVE POWER

 

  10,350,407

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  10,350,407

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  9.3%

12  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN


  1    

  NAMES OF REPORTING PERSONS

 

  Stuart J. Ellman

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

   5    

  SOLE VOTING POWER

 

  0

   6  

  SHARED VOTING POWER

 

  10,350,407

   7  

  SOLE DISPOSITIVE POWER

 

  0

   8  

  SHARED DISPOSITIVE POWER

 

  10,350,407

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  10,350,407

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  9.3%

12  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 


  1    

  NAMES OF REPORTING PERSONS

 

  William D. Porteous

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

   5    

  SOLE VOTING POWER

 

  0

   6  

  SHARED VOTING POWER

 

  10,350,407

   7  

  SOLE DISPOSITIVE POWER

 

  0

   8  

  SHARED DISPOSITIVE POWER

 

  10,350,407

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  10,350,407

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  9.3%

12  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 


Item 1(a).

Name of Issuer:

Buzzfeed, Inc. (the “Issuer”)

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

111 E. 18th St.

New York, NY 10003

 

Item 2(a).

Names of Persons Filing:

The name of the persons filing this report (the “Reporting Persons”) are:

 

  (i)

RRE Ventures IV, L.P.

 

  (ii)

RRE Ventures GP IV, LLC

 

  (iii)

RRE Leaders Fund, L.P.

 

  (iv)

RRE Leaders GP, LLC

 

  (v)

James D. Robinson IV

 

  (vi)

Stuart J. Ellman

 

  (vii)

William D. Porteous

 

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons is:

130 East 59th Street, 17th Floor,

New York, NY 10022

 

Item 2(c).

Citizenship:

 

RRE Ventures IV, L.P.

  

Delaware

RRE Ventures GP IV, LLC

  

Delaware

RRE Leaders Fund, L.P.

  

Delaware

RRE Leaders GP, LLC

  

Delaware

James D. Robinson IV

  

United States

Stuart J. Ellman

  

United States

William D. Porteous

  

United States

 

Item 2(d).

Title of Class of Securities:

Class A Common Stock, par value $0.0001 (“Common Stock”)

 

Item 2(e).

CUSIP Number:

12430A 102


Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

 

Item 4.

Ownership.

The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The ownership percentages are based on 110,789,875 outstanding shares of Class A Common Stock as reported in the Issuer’s prospectus supplement filed January 24, 2022.

As of December 31, 2021, RRE Ventures IV, L.P. held 9,537,830 shares of Common Stock and RRE Leaders Fund, L.P. held 812,577, of Common Stock. RRE Ventures GP IV, LLC is the general partner of RRE Ventures IV, L.P. RRE Leaders GP, LLC is the general partner of RRE Leaders Fund, L.P. Messrs Robinson IV, Ellman, and Porteous are the managing members and officers of RRE Ventures GP IV, LLC and RRE Leaders GP, LLC.

 

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

Item 10.

Certification.

Not applicable.


SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 25, 2022

 

RRE Ventures IV, L.P.

By: RRE Ventures GP IV, LLC

By:  

/s/ William D. Porteous

  An Authorized Signatory
RRE Ventures GP IV, LLC
By:  

/s/ William D. Porteous

  An Authorized Signatory

RRE LEADERS FUND, L.P.

By: RRE Leaders GP, LLC

By:  

/s/ William D. Porteous

  An Authorized Signatory
RRE LEADERS GP, LLC
By:  

/s/ William D. Porteous

  An Authorized Signatory
JAMES D. ROBISON IV
By:  

/s/ William D. Porteous

  As Attorney-in-Fact
STUART J. ELLMAN
By:  

/s/ William D. Porteous

  As Attorney-in-Fact
WILLIAM D. PORTEOUS
By:  

/s/ William D. Porteous

  William D. Porteous, individually

 

EX-99.1

EXHIBIT 1

AGREEMENT

The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(l)(iii) under the Securities Exchange Act of 1934.

Date: February 25, 2022

 

RRE Ventures IV, L.P.

By: RRE Ventures GP IV, LLC

By:  

/s/ William D. Porteous

  An Authorized Signatory
RRE Ventures GP IV, LLC
By:  

/s/ William D. Porteous

  An Authorized Signatory

RRE LEADERS FUND, L.P.

By: RRE Leaders GP, LLC

By:  

/s/ William D. Porteous

  An Authorized Signatory
RRE LEADERS GP, LLC
By:  

/s/ William D. Porteous

  An Authorized Signatory
JAMES D. ROBISON IV
By:  

/s/ William D. Porteous

  As Attorney-in-Fact
STUART J. ELLMAN
By:  

/s/ William D. Porteous

  As Attorney-in-Fact
WILLIAM D. PORTEOUS
By:  

/s/ William D. Porteous

  William D. Porteous, individually

 

EX-99.2

EXHIBIT 2

Power of Attorney

 

 

Know all by these presents, that the undersigned persons hereby makes, constitutes and appoint William D. Porteous, with full power of substitution and re-substitution, the undersigned’s true and lawful attorney-in-fact (such person and his substitutes being referred to herein as the “Attorney-in-Fact”), with full power to act for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to:

 

  1.

Prepare, execute, and submit to the Securities and Exchange Commission (“SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) or any rule or regulation of the SEC;

 

  2.

Prepare, execute and submit to the SEC, and/or any national securities exchange on which securities are listed any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 (“Rule 144”), with respect to the any security, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and

 

  3.

Obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in equity securities from any third party, including the issuer of such security and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.

Each of the undersigned persons acknowledges that:

 

  a)

This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information;

 

  b)

Any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his or her discretion, deems necessary or desirable;

 

  c)

The Attorney-in-Fact does not assume any liability for the undersigned’s responsibility to comply with the requirements of Section 13 or Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and

 

  d)

This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act.

The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by authority of this Power of Attorney.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 4 or 5 or Schedules 13D or 13G or Forms 144 with respect to the undersigned’s holdings of and transactions in securities, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact. This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power of Attorney.


IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of June 11, 2021.

 

/s/ James D. Robinson IV

James D. Robinson IV

/s/ Stuart J. Ellman

Stuart J. Ellman