Bumble (BMBL) Form 4 Bumble / Whitney Wolfe Herd ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Herd Whitney Wolfe

(Last) (First) (Middle)

C/O BUMBLE INC. 1105 WEST 41ST STREET

(Street)

AUSTIN TX 78756

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2021

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Units of Buzz Holdings L.P.	(1)	03/24/2021		A(2)		3,252,056(2)		(1)	(1)	Class A Common Stock	3,252,056	$0.00	24,230,911	I	See footnotes(3)(4)

1. Name and Address of Reporting Person^*

Herd Whitney Wolfe

(Last) (First) (Middle)

C/O BUMBLE INC. 1105 WEST 41ST STREET

(Street)

AUSTIN TX 78756

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Beehive Holdings III, LP

(Last) (First) (Middle)

C/O BUMBLE INC.,

1105 WEST 41ST STREET

(Street)

AUSTIN TX 78756

(City) (State) (Zip)

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 on a one-for-one basis. These exchange rights do not expire.

2. Reflects Common Units issued to Beehive Holdings III, L.P. in connection with the settlement of a loan Buzz Holdings L.P. made to Beehive Holdings III L.P. in January 2020. In January 2021, Ms. Wolfe Herd settled the outstanding balance of the loan plus accrued interest when Buzz Holdings L.P. distributed the loan in redemption of a portion of the Common Units held by Beehive Holdings III, LP. The settlement required the issuance of additional Common Units if certain conditions were met. On March 24, 2021, the Issuer determined that Beehive Holdings III, L.P. was entitled to receive an additional 3,252,056 Common Units.

3. These securities are held directly by Beehive Holdings III, LP.

4. The general partner of Beehive Holdings III, LP is Beehive Holdings Management III, LLC. Ms. Wolfe Herd is the sole member of Beehive Holdings Management III, LLC.

Remarks:

	/s/ Whitney Wolfe Herd	03/26/2021
	BEEHIVE HOLDINGS III, LP, By: Beehive Holdings Management III, LLC, its general partner, By: /s/ Whitney Wolfe Herd, Name: Whitney Wolfe Herd, Title: Sole Member	03/26/2021
	** Signature of Reporting Person	Date
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