Shaukat Tariq M Form 3 Bumble / Tariq M Shaukat ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Shaukat Tariq M

(Last) (First) (Middle)

C/O BUMBLE INC. 1105 WEST 41ST STREET

(Street)

AUSTIN TX 78756

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/11/2021

3. Issuer Name and Ticker or Trading Symbol
Bumble Inc. [ BMBL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	1	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Units of Buzz Holdings L.P.	(1)	(1)	Class A Common Stock	73,302	(1)	D
Incentive Units of Buzz Holdings L.P.	(2)	02/10/2028(2)	Class A Common Stock(2)	1,798,265	11.64	D

Explanation of Responses:

1. Pursuant to the terms of an exchange agreement, dated as of February 10, 2021, common units of Buzz Holdings L.P. ("Common Units") held by the Reporting Persons are exchangeable for shares of the issuer's Class A common stock ("Class A Common Stock") on a one-for-one basis. These exchange rights do not expire.

2. Reflects Incentive Units of Buzz Holdings L.P. ("Incentive Units") which are profits interests that are economically similar to stock appreciation rights. Vested Incentive Units are convertible, at the holder's election, into Common Units pursuant to the terms thereof, which then shall be converted into Class A Common Stock on a one-for-one basis. These Incentive Units vest in five equal annual installments beginning on July 20, 2021. Any unexercised Incentive Units will automatically be exchanged for Common Units on February 10, 2028.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney.

	/s/ Elizabeth Monteleone, Elizabeth Monteleone, Attorney-in-Fact	02/11/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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