0001209191-22-000209.txt : 20220103
0001209191-22-000209.hdr.sgml : 20220103
20220103165559
ACCESSION NUMBER: 0001209191-22-000209
CONFORMED SUBMISSION TYPE: 3/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211203
FILED AS OF DATE: 20220103
DATE AS OF CHANGE: 20220103
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HEARST CORP
CENTRAL INDEX KEY: 0001037151
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39877
FILM NUMBER: 22502786
BUSINESS ADDRESS:
STREET 1: 300 WEST 57TH STREET
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 2126492000
MAIL ADDRESS:
STREET 1: 300 WEST 57TH STREET
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HEARST FAMILY TRUST
CENTRAL INDEX KEY: 0001041076
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39877
FILM NUMBER: 22502784
BUSINESS ADDRESS:
STREET 1: HEARST CORP
STREET 2: 888 SEVENTH AVE
CITY: NEW YORK
STATE: NY
ZIP: 10106
MAIL ADDRESS:
STREET 1: HEARST CORP
STREET 2: 888 SEVENTH AVE
CITY: NEW YORK
STATE: NY
ZIP: 10016
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HDS II, Inc.
CENTRAL INDEX KEY: 0001894923
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39877
FILM NUMBER: 22502785
BUSINESS ADDRESS:
STREET 1: 300 WEST 57TH STREET
STREET 2: 40TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-649-2025
MAIL ADDRESS:
STREET 1: 300 WEST 57TH STREET
STREET 2: 40TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HEARST HOLDINGS INC
CENTRAL INDEX KEY: 0001268782
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39877
FILM NUMBER: 22502787
BUSINESS ADDRESS:
STREET 1: 300 WEST 57TH STREET
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 2126492025
MAIL ADDRESS:
STREET 1: 300 WEST 57TH STREET
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HEARST COMMUNICATIONS INC
CENTRAL INDEX KEY: 0001052747
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39877
FILM NUMBER: 22502788
BUSINESS ADDRESS:
STREET 1: 300 WEST 57TH STREET
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 2126492025
MAIL ADDRESS:
STREET 1: 300 WEST 57TH STREET
CITY: NEW YORK
STATE: NY
ZIP: 10019
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: BuzzFeed, Inc.
CENTRAL INDEX KEY: 0001828972
STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899]
IRS NUMBER: 833022075
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 111 E. 18TH STREET, 13TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
BUSINESS PHONE: 000-000-0000
MAIL ADDRESS:
STREET 1: 111 E. 18TH STREET, 13TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
FORMER COMPANY:
FORMER CONFORMED NAME: 890 5th Avenue Partners, Inc.
DATE OF NAME CHANGE: 20201019
3/A
1
doc3a.xml
FORM 3/A SUBMISSION
X0206
3/A
2021-12-03
2021-12-07
0
0001828972
BuzzFeed, Inc.
BZFD
0001052747
HEARST COMMUNICATIONS INC
300 WEST 57TH STREET
NEW YORK
NY
10019
0
0
1
0
0001268782
HEARST HOLDINGS INC
300 WEST 57TH STREET
NEW YORK
NY
10019
0
0
1
0
0001037151
HEARST CORP
300 WEST 57TH STREET
NEW YORK
NY
10019
0
0
1
0
0001894923
HDS II, Inc.
300 WEST 57TH STREET
NEW YORK
NY
10019
0
0
1
0
0001041076
HEARST FAMILY TRUST
300 WEST 57TH STREET
NEW YORK
NY
10019
0
0
1
0
Class A Common Stock
7409578
D
Class A Common Stock
5000000
I
See Footnote
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.
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.
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.
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.
This Form is being amended to include The Hearst Family Trust as a member of the reporting group. The Hearst Family Trust was originally omitted due to technical issue with its EDGAR filer codes. The Form is otherwise unmodified.
/s/ Mitchell I. Scherzer, Hearst Communications, Inc., Executive Vice President and Chief Financial Officer
2022-01-03
/s/ Mitchell I. Scherzer, Hearst Holdings, Inc., Executive Vice President and Chief Financial Officer
2022-01-03
/s/ Mitchell I. Scherzer, The Hearst Corporation, Executive Vice President and Chief Financial Officer
2022-01-03
/s/ Michael E. Bachmann, HDS II, Inc., Vice President and Treasurer
2022-01-03
/s/ Mitchell I. Scherzer, Trustee of The Hearst Family Trust
2022-01-03