This Amendment No. 3 (“Amendment No. 3”) to Schedule 13D relates to the Class A common stock, par value $0.01 per share (the “Class A Common Stock”), of Bumble Inc., a Delaware corporation (the “Issuer”), and amends and supplements the initial statement on Schedule 13D filed on February 26, 2021, as amended by Amendment No. 1 to the Schedule 13D filed on April 28, 2021 and Amendment No. 2 to the Schedule 13D filed on June 25, 2021 (as so amended, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings ascribed to them in the Schedule 13D.
Item 2. | Identity and Background |
Item 2 of the Schedule 13D is hereby amended by incorporating herein by reference the information set forth on the updated Schedule I attached hereto.
Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended and supplemented by the following:
On September 9, 2021, the Issuer, BX Buzz ML-1 Holdco L.P., BX Buzz ML-2 Holdco L.P., BX Buzz ML-3 Holdco L.P., BX Buzz ML-4 Holdco L.P., BX Buzz ML-5 Holdco L.P., BX Buzz ML-6 Holdco L.P. and BX Buzz ML-7 Holdco L.P. (collectively, the “Holdco Entities”) entered into an underwriting agreement (the “Underwriting Agreement”) with the underwriters named therein (the “Underwriters”). Pursuant to the Underwriting Agreement, the Holdco Entities agreed to sell to the Underwriters in the aggregate 18,000,000 shares of Class A Common Stock at a price of $52.38 per share (the “September 2021 Offering”). Pursuant to the Underwriting Agreement, the Holdco Entities also granted to the Underwriters a 30-day option to purchase up to an additional 2,700,000 shares of Class A Common Stock. The September 2021 Offering, including the exercise of the Underwriters’ option to purchase the full amount of the 2,700,000 additional shares, closed on September 15, 2021.
Pursuant to the Underwriting Agreement, the Holdco Entities have entered into a lock-up agreement (the “Lock-Up Agreement”) with the Underwriters pursuant to which each has agreed with the Underwriters, subject to customary exceptions, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Class A Common Stock, or any options or warrants to purchase any shares of Class A Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Class A Common Stock (including, without limitation, Common Units) during the period from September 9, 2021 continuing through the date 90 days thereafter, except with the prior written consent of the Underwriters. The foregoing description of the Lock-Up Agreement set forth in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-Up Agreement, which has been filed as Exhibit G hereto and is incorporated herein by reference.
Item 5. | Interest in Securities of the Issuer |
Item 5(a)-(b) of the Schedule 13D is hereby amended and restated as follows:
(a) and (b) Calculations of the percentage of the shares of Class A Common Stock beneficially owned assumes that there were 128,971,046 shares of Class A Common Stock outstanding as of September 15, 2021, following the closing of the September 2021 Offering, based on information set forth in the prospectus filed by the Issuer on September 13, 2021, and takes into account any shares of Class A Common Stock underlying Common Units held by the Reporting Persons, as applicable.
The aggregate number and percentage of the Class A Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
As of the date hereof and following the closing of the September 2021 Offering, (i) BX Buzz ML-1 Holdco L.P. directly holds 1,880,429 shares of Class A Common Stock, (ii) BX Buzz ML-2 Holdco L.P. directly holds 25,873,691 shares of Class A Common Stock, (iii) BX Buzz ML-3 Holdco L.P. directly holds 4,200,373 shares of Class A Common Stock, (iv) BX Buzz ML-4 Holdco L.P. directly holds 11,208,342 shares of Class A Common Stock, (v) BX Buzz ML-5 Holdco L.P. directly holds 18,357 shares of Class A Common Stock, one share of Class B common stock of the Issuer (“Class B Common Stock”), and 33,982,606 Common Units, which are exchangeable