| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.0001 par value per share |
| (b) | Name of Issuer:
BuzzFeed, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
50 West 23rd Street, 6th Floor, New York,
NEW YORK
, 10010. |
Item 1 Comment:
This Amendment No. 3 to Schedule 13D (this "Amendment No. 3") amends and supplements the Statement on Schedule 13D filed with the United States Securities and Exchange Commission on May 29, 2026 (as amended to date, the "Schedule 13D"), relating to the Class A Common Stock of BuzzFeed, Inc. (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
On September 23, 2026, in connection with the closing of the Offering (as defined below), AFD purchased 4,300,000 shares of Class A Common Stock at a purchase price of $1.09 per share of Class A Common Stock, for aggregate consideration of $4,687,000. AFD used working capital to purchase the Class A Common Stock. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
September 2026 Share Purchase Agreement
On September 23, 2026, the Issuer entered into a Share Purchase Agreement (the "September 23, 2026 Share Purchase Agreement") with AFD, pursuant to which the Issuer agreed to sell to AFD a total of 4,300,000 shares of Class A Common Stock at a purchase price of $1.09 per share of Class A Common Stock (the "Offering"). The Offering closed on September 23, 2026.
As promptly as reasonably practicable following a request by the Reporting Person (and in any event within 60 days thereafter), the Issuer shall file with the SEC a registration statement on Form S-3 covering the resale of the 4,300,000 shares of Class A Common Stock.
The foregoing description of the September 23, 2026 Share Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, which is attached as an exhibit to this Schedule 13D and incorporated herein by reference. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The ownership information set forth herein represents beneficial ownership of the Class A Common Stock as of the date hereof, based upon 89,767,227 shares of Class A Common Stock outstanding following the closing of the Offering.
AFD is the record holder of 50,000,000 shares of Class A Common Stock, representing approximately 55.7% of the outstanding Class A Common Stock. Byron Allen Folks is the sole member of AFD, and as a result, may be deemed to share beneficial ownership of the securities held of record by AFD. |
| (b) | Sole power to vote or to direct the vote: 0
Shared power to vote or to direct the vote: 50,000,000
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or to direct the disposition: 50,000,000 |
| (c) | Except as otherwise disclosed in Items 3 and 4 herein, none of the Reporting Persons has effected any transactions in the Class A Common Stock since Amendment No. 2. |
| (d) | None. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The information in Item 4 is incorporated by reference herein.
Except as set forth herein, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 99.8: Share Purchase Agreement, dated September 23, 2026 by and between BuzzFeed, Inc. and Allen Family Digital, LLC. |
