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BuzzFeed, Inc. — Director's Dealing 2021
Jan 19, 2021
34451_dirs_2021-01-19_b0ed5efd-b067-460f-a1ef-18c6c31f13a5.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: 890 5th Avenue Partners, Inc. (ENFA)
CIK: 0001828972
Period of Report: 2020-10-15
Reporting Person: Rothstein Adam (Director, Executive Chairman)
Reporting Person: 200 Park Avenue Partners, LLC (10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2021-01-14 | Class A common stock | A | 657500 | $10.00 | Acquired | 657500 | Indirect |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2020-10-15 | Class F common stock | $ | P | 7187500 | Acquired | Class A common stock () | Indirect | |
| 2020-12-10 | Class F common stock | $ | S | 621222 | Disposed | Class A common stock () | Indirect | |
| 2021-01-04 | Class F common stock | $ | S | 105000 | Disposed | Class A common stock () | Indirect | |
| 2021-01-07 | Class F common stock | $ | S | 133119 | Disposed | Class A common stock () | Indirect | |
| 2021-01-07 | Class F common stock | $ | S | 133119 | Disposed | Class A common stock () | Indirect |
Footnotes
F1: Simultaneously with the issuer's initial public offering, 200 Park Avenue Partners, LLC, which is the sponsor of the issuer (the "Sponsor"), acquired, at a price of $10.00 per unit, 657,500 units (the "Private Units") in a private placement for an aggregate purchase price of $6,575,000. Each Private Unit consists of one share of Class A common stock and one-third of one redeemable warrant to purchase one share of Class A common stock. The warrants included in the units will become exercisable, if at all, on the later of 30 days after the completion of the issuer's initial business combination and 12 months from the closing of the issuer's initial public offering. The warrants are not being reported on this Form 4 because they cannot be exercised until the satisfaction of material conditions outside the control of the Reporting Persons.
F2: The shares of Class A common stock are directly held by the Sponsor. Adam Rothstein is the manager of the Sponsor. As a result, Mr. Rothstein may be deemed to have voting and investment power over and thus beneficial ownership of the shares of Class A common stock of the issuer held directly by the Sponsor. Mr. Rothstein owns membership interests in the Sponsor, and as a result, may be deemed to have an indirect pecuniary interest in the shares of Class A common stock held directly by the Sponsor. Mr. Rothstein disclaims beneficial ownership of the reported shares other than to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Rothstein is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F3: As described in the issuer's registration statement on Form S-1 (File No. 333-251650) under the heading "Description of Securities - Founder Shares", the Class F common stock of the issuer will automatically convert into shares of Class A common stock of the issuer at the time of the issuer's initial business combination on a one-for-one basis, or earlier at the option of the holder, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date.
F4: The shares of Class F common stock are directly held by the Sponsor. Adam Rothstein is the manager of the Sponsor. As a result, Mr. Rothstein may be deemed to have voting and investment power over and thus beneficial ownership of the shares of Class F common stock of the issuer held directly by the Sponsor. Mr. Rothstein owns membership interests in the Sponsor, and as a result, may be deemed to have an indirect pecuniary interest in the shares of Class F common stock held directly by the Sponsor. Mr. Rothstein disclaims beneficial ownership of the reported shares other than to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Rothstein is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.