Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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BuzzFeed, Inc. (Name of Issuer) |
BuzzFeed, Inc. (Title of Class of Securities) |
12430A300 (CUSIP Number) |
Vivek Ramaswamy c/o Steve Roberts, Holtzman Vogel PLLC, 2300 N Street NW, Suite 643 Washington, DC, 20037 2027378808 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/14/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
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| CUSIP No. | 12430A300 |
| 1 |
Name of reporting person
Ramaswamy Vivek | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,723,927.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
7.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
BuzzFeed, Inc. |
| (b) | Name of Issuer:
BuzzFeed, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
229 WEST 43RD STREET, 10TH FLOOR, NEW YORK,
NEW YORK
, 10036. |
| Item 2. | Identity and Background |
| (a) | This statement is filed by Vivek Ganapathy Ramaswamy ("Mr. Ramaswamy" or the "Reporting Person") with respect to the shares of Class A Common Stock directly held by (and underlying options directly held by) him. |
| (b) | The principal address of the Reporting Person is c/o Steve Roberts, Holtzman Vogel PLLC, 2300 N Street, NW, Suite 643, Washington, DC 20037. |
| (c) | The principal occupation of Mr. Ramaswamy is an entrepreneur. |
| (d) | The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. |
| (f) | Mr. Ramaswamy is a citizen of the United States. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The aggregate purchase price of the shares of Class A Common Stock (and options and warrants to purchase Class A Common Stock) reported herein was approximately $3,953,188. Such securities were acquired with personal funds of the Reporting Person | |
| Item 4. | Purpose of Transaction |
The Reporting Person believes the securities of the Issuer are undervalued and represent an attractive investment opportunity. The Reporting Person will seek to engage in a dialogue with the Issuer's Board of Directors (the "Board") and/or management about numerous operational and strategic opportunities to maximize shareholder value, including a shift in the Company's strategy.The Reporting Person may consider, explore and/or develop plans and/or make proposals (whether preliminary or firm) with respect to, among other things, the matters set forth in the previous paragraph and potential changes in the Issuer's operations, management, organizational documents, Board composition, ownership, capital or corporate structure, sale transactions, dividend policy, and strategy and plans. The Reporting Person intends to communicate with the Issuer's management and Board about, and may enter into negotiations with them regarding, the foregoing and a broad range of operational and strategic matters and to communicate with other shareholders or third parties, including potential acquirers, service providers, and financing sources regarding the Issuer. The Reporting Person may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Person may change its intentions with respect to any and all matters referred to in this Item 4. It may also take steps to explore and prepare for various plans and actions, and propose transactions, before forming an intention to engage in such plans or actions or proceed with such transactions.The Reporting Person intends to review its investment in the Issuer on a continuing basis and depending upon various factors, including without limitation, the Issuer's financial position and strategic direction, the outcome of any discussions referenced above, overall market conditions, other investment opportunities available to the Reporting Person, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Person may endeavor (i) to increase or decrease its position in the Issuer through, among other things, the purchase or sale of securities of the Issuer, including through transactions involving the Class A Common Stock and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer in the open market or in private transactions, including through a trading plan created under Rule 10b5-1(c) or otherwise, on such terms and at such times as the Reporting Person may deem advisable and/or (ii) to enter into transactions that increase or hedge its economic exposure to the Class A Common Stock without affecting their beneficial ownership of the Class A Common Stock. In addition, the Reporting Person may, at any time and from time to time, (i) review or reconsider its position and/or change their purpose and/or formulate plans or proposals with respect thereto and (ii) consider or propose one or more of the actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of shares of Class A Common Stock and percentage of the shares of Class A Common Stock beneficially owned by the Reporting Person. The percentage used in this Schedule 13D is calculated based upon (i) 35,240,395 shares of Class A Common Stock reported by the Issuer to be outstanding as of May 10, 2024, on the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 14, 2024 and (ii) 39,000 warrants held by Mr. Ramaswamy. |
| (b) | See rows (7) through (10) of the cover page to this Schedule 13D for the number of shares of Class A Common Stock as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
| (c) | This Schedule sets forth information with respect to each purchase and sale of shares of Class A Common Stock which were effectuated by the Reporting Person within the past sixty (60) days. All transactions were effectuated in the open market through a broker. Where a price range is provided in the column titled "Price Range ($)", the price reported in the column titled "Price Per Share ($)" is a weighted average price. These shares of Class A Common Stock were sold or purchased in multiple transactions at prices between the price ranges indicated in the column titled "Price Range ($)". The Reporting Persons will undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares of Common Stock sold or purchased at each separate price.Trade DateShares PurchasedPrice Range ($)3/14/202431,592.501.543/15/202411,582.001.513/18/202447,795.251.483/19/202462,346.501.523/21/202425,933.751.523/22/2024155,299.251.473/26/2024146,688.751.484/5/202410,638.751.574/8/202424,873.251.564/9/202412,500.001.574/15/202422,050.001.564/16/20249,200.001.554/17/2024125,000.001.504/18/202462,500.001.564/19/202476,315.001.564/22/202462,435.001.564/23/20242,750.001.564/25/202452,250.001.554/26/202450,000.001.574/29/202425,000.001.574/30/202437,500.001.555/1/202437,500.001.575/13/202469,000.002.205/14/2024212,816.002.035/15/202493,934.002.025/16/202424,274.002.155/17/202489,824.002.285/20/2024135,985.002.475/21/202499,094.002.51 |
| (d) | No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of Class A Common Stock. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The Reporting Person beneficially owns call options in the following amounts:Call OptionsSharesStrike Price ($)Expiration Date40040,0002.006/21/202420020,0002.007/19/202470070,0002.009/20/202480080,0002.001/17/2025The Reporting Person beneficially owns 39,000 warrants, each with a strike price of $46.00 with an expiration date of December 1, 2026.Except as otherwise set forth herein, the Reporting Person has no contracts, arrangements, understandings or relationships with any person with respect to any securities of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. |
Not applicable. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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