This Amendment No. 6 (“Amendment No. 6”) 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, Amendment No. 2 to the Schedule 13D filed on June 25, 2021, Amendment No. 3 to the Schedule 13D filed on September 15, 2021, Amendment No. 4 to the Schedule 13D filed on March 8, 2023 and Amendment No. 5 to the Schedule 13D filed on December 5, 2023 (as so amended, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 6 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 March 3, 2024, 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” or the “selling equityholders”), entered into a share and unit repurchase agreement (the “Share and Unit Repurchase Agreement”) with the Issuer and Buzz Holdings L.P. (“Bumble Holdings”) whereby (i) the Issuer agreed to repurchase 2,509,316 shares of its Class A Common Stock, beneficially owned by certain of the selling equityholders and (ii) Bumble Holdings agreed to repurchase from certain of the selling equityholders 1,996,487 limited partnership interests in Bumble Holdings (the “Common Units” and, together with the Class A Common Stock, the “Equity Interests”), which are exchangeable for shares of Class A Common Stock on a one-for-one basis, in a private transaction at a price per Equity Interest of $11.0968, for an aggregate purchase price of $50.0 million (the “March 2024 Transaction”). The March 2024 Transaction is expected to close by March 7, 2024.
The foregoing description of the Share and Unit Repurchase 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 Share and Unit Repurchase Agreement which has been filed as Exhibit J 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 are 126,913,185 shares of Class A Common Stock outstanding following the closing of the March 2024 Transaction, based on 129,422,501 shares of Class A Common Stock outstanding as of January 31, 2024, as set forth in the Annual Report on Form 10-K filed by the Issuer on February 28, 2024, less the 2,509,316 shares of Class A Common Stock repurchased in connection with the March 2024 Transaction, 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.
Following the closing of the March 2024 Transaction, (i) BX Buzz ML-1 Holdco L.P. directly holds 1,311,478 shares of Class A Common Stock, (ii) BX Buzz ML-2 Holdco L.P. directly holds 18,045,239 shares of Class A Common Stock, (iii) BX Buzz ML-3 Holdco L.P. directly holds 2,929,491 shares of Class A Common Stock, (iv) BX Buzz ML-4 Holdco L.P. directly holds 7,817,100 shares of Class A Common Stock, (v) BX Buzz ML-5 Holdco L.P. directly holds 12,802 shares of Class A Common Stock, one share of Class B common stock of the Issuer
47