Whitney Wolfe Herd Form 3 Bumble / Whitney Wolfe Herd 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^*

Herd Whitney Wolfe

(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)

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

5. 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 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	I	See footnotes(1)(3)
Class B Common Stock	1	I	See footnotes(2)(3)

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.	(4)	(4)	Class A Common Stock	20,978,855	(4)	I	See footnotes(1)(3)
Incentive Units of Buzz Holdings L.P.	(5)	02/10/2028(5)	Class A Common Stock(5)	5,894,311	11.64	I	See footnotes(2)(3)

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)

1. Name and Address of Reporting Person^*

Beehive Holdings II, LP

(Last) (First) (Middle)

C/O BUMBLE INC.,

1105 WEST 41ST STREET

(Street)

AUSTIN TX 78756

(City) (State) (Zip)

Explanation of Responses:

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

2. These securities are held directly by Beehive Holdings II, LP.

3. The general partner of Beehive Holdings II, LP is Beehive Holdings Management II, LLC. The general partner of Beehive Holdings III, LP is Beehive Holdings Management III, LLC. Whitney Wolfe Herd is the sole member of Beehive Holdings Management II, LLC and Beehive Holdings Management III, LLC.

4. 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.

5. 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 exchangeable for Class A Common Stock on a one-for-one basis. These Incentive Units vest as follows: (a) 20% have vested, and (b) the remaining 80% vest in four equal annual installments beginning on January 29, 2022. Any unexercised Incentive Units will automatically be converted into Common Units on February 10, 2028.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney.

	WHITNEY WOLFE HERD, By: /s/ Elizabeth Monteleone, Name: Elizabeth Monteleone, Title: Attorney-in-Fact	02/11/2021
	BEEHIVE HOLDINGS II, LP, By: Beehive Holdings Management II, LLC, its general partner, By: /s/ Whitney Wolfe Herd, Name: Whitney Wolfe Herd, Title: Sole Member	02/11/2021
	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	02/11/2021
	** Signature of Reporting Person	Date
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