FORM 3/A | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL 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. Title of Derivate Security | 2. Date Exercisable and Expiration Date | 3. Title and Amount of Securities Underlying Derivative Security | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 6. Nature of Indirect Beneficial Ownership |
Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HEARST COMMUNICATIONS INC 300 WEST 57TH STREET NEW YORK, NY10019 | X | |||
HEARST HOLDINGS INC 300 WEST 57TH STREET NEW YORK, NY10019 | X | |||
HEARST CORP 300 WEST 57TH STREET NEW YORK, NY10019 | X | |||
HDS II, Inc. 300 WEST 57TH STREET NEW YORK, NY10019 | X | |||
HEARST FAMILY TRUST 300 WEST 57TH STREET NEW YORK, NY10019 | X |
/s/ Mitchell I. Scherzer, Hearst Communications, Inc., Executive Vice President and Chief Financial Officer | 2022-01-03 |
**Signature of Reporting Person | Date |
/s/ Mitchell I. Scherzer, Hearst Holdings, Inc., Executive Vice President and Chief Financial Officer | 2022-01-03 |
**Signature of Reporting Person | Date |
/s/ Mitchell I. Scherzer, The Hearst Corporation, Executive Vice President and Chief Financial Officer | 2022-01-03 |
**Signature of Reporting Person | Date |
/s/ Michael E. Bachmann, HDS II, Inc., Vice President and Treasurer | 2022-01-03 |
**Signature of Reporting Person | Date |
/s/ Mitchell I. Scherzer, Trustee of The Hearst Family Trust | 2022-01-03 |
**Signature of Reporting Person | Date |
(*) | 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). |
(1) | Represents shares of the issuer's Class A Common Stock 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"), which became a wholly-owned subsidiary of the issuer upon completion of the Business Combination. At the Effective Time (as defined in the Merger Agreement), the reporting entities' shares of all classes of the capital stock of Original BuzzFeed were exchanged for the shares of Class A Common Stock of the issuer reported in this row, based on an exchange ratio of .306 to 1. |
(2) | Hearst Communications, Inc. ("HCI") is the direct owner of the shares of the issuer's Class A Common Stock set forth in this row. HCI is a subsidiary of Hearst Holdings, Inc. ("HHI"). HHI is a wholly-owned subsidiary of The Hearst Corporation ("THC"). THC is a wholly-owned subsidiary of The Hearst Family Trust (the "Trust"). Under Rule 16a-1 of the Securities and Exchange Act of 1934 (the "Act"), HHI, THC, and the Trust may also be deemed to be beneficial owners of these securities. |
(3) | Received in connection with the completion of the acquisition of all of the membership interests of CM Partners, LLC ("Complex Networks"). The issuer's Class A Common Stock reported in this row was paid to HDS II, Inc. ("HDS"), a wholly-owned subsidiary of the reporting entity, in addition to cash proceeds, in exchange for HDS's entire equity interest in Complex Networks in a transaction that occurred simultaneously with completion of the Business Combination and resulted in Complex Networks being a direct, wholly-owned subsidiary of Original BuzzFeed and an indirect, wholly-owned subsidiary of the issuer. |
(4) | HDS is the direct owner of the shares of the issuer's Class A Common Stock set forth in this row. HDS is a wholly owned subsidiary of HCI. HCI is directly and indirectly owned as more particularly described in Footnote 2, above, on this Form. Under Rule 16a-1 of the Act, HCI, HHI, THC, and the Trust may also be deemed to be beneficial owners of these securities. |
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890 5th Avenue Partners Inc. published this content on 03 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 January 2022 21:58:07 UTC.