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