Statement of Changes in Beneficial Ownership (4)
March 26 2021 - 3:46PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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. Name and Address of Reporting Person
*
Herd Whitney Wolfe |
2. Issuer Name and Ticker or Trading Symbol
Bumble Inc.
[
BMBL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO & Director |
(Last)
(First)
(Middle)
C/O BUMBLE INC. 1105 WEST 41ST STREET, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/24/2021 |
(Street)
AUSTIN, TX 78756
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Common Units of Buzz Holdings L.P. | (1) | 3/24/2021 | | A (2) | | 3252056 (2) | | (1) | (1) | Class A Common Stock | 3252056 | $0.00 | 24230911 | I | See footnotes (3)(4) |
Explanation of Responses: |
(1) | Pursuant to the terms of an exchange agreement, dated as of February 10, 2021, common units of Buzz Holdings L.P. ("Common Units") held by the Reporting Persons are exchangeable for shares of the issuer's Class A common stock on a one-for-one basis. These exchange rights do not expire. |
(2) | Reflects Common Units issued to Beehive Holdings III, L.P. in connection with the settlement of a loan Buzz Holdings L.P. made to Beehive Holdings III L.P. in January 2020. In January 2021, Ms. Wolfe Herd settled the outstanding balance of the loan plus accrued interest when Buzz Holdings L.P. distributed the loan in redemption of a portion of the Common Units held by Beehive Holdings III, LP. The settlement required the issuance of additional Common Units if certain conditions were met. On March 24, 2021, the Issuer determined that Beehive Holdings III, L.P. was entitled to receive an additional 3,252,056 Common Units. |
(3) | These securities are held directly by Beehive Holdings III, LP. |
(4) | The general partner of Beehive Holdings III, LP is Beehive Holdings Management III, LLC. Ms. Wolfe Herd is the sole member of Beehive Holdings Management III, LLC. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Herd Whitney Wolfe C/O BUMBLE INC. 1105 WEST 41ST STREET AUSTIN, TX 78756 | X | X | CEO & Director |
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Beehive Holdings III, LP C/O BUMBLE INC., 1105 WEST 41ST STREET AUSTIN, TX 78756 | X | X |
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Signatures
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/s/ Whitney Wolfe Herd | | 3/26/2021 |
**Signature of Reporting Person | Date |
BEEHIVE HOLDINGS III, LP, By: Beehive Holdings Management III, LLC, its general partner, By: /s/ Whitney Wolfe Herd, Name: Whitney Wolfe Herd, Title: Sole Member | | 3/26/2021 |
**Signature of Reporting Person | Date |
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