VII Holdings Manager - NQ L.L.C. BCP Form 3 Bumble / Holdings Manager L.L.C. BTO 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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

BCP Buzz Holdings L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.,

345 PARK AVENUE

(Street)

NEW YORK

10154

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

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 A Common Stock	43,342,001	I	See Footnotes⁽¹⁾⁽⁸⁾⁽⁹⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾
Class A Common Stock	19,442,165	I	See Footnotes⁽²⁾⁽⁹⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾
Class A Common Stock	4,409,179	I	See Footnotes⁽³⁾⁽⁸⁾⁽⁹⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾
Class A Common Stock	7,835,919	I	See Footnotes⁽⁴⁾⁽⁸⁾⁽⁹⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾
Class A Common Stock	23,256	I	See Footnotes⁽⁵⁾⁽⁸⁾⁽⁹⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾
Class B Common Stock	1	I	See Footnotes⁽⁵⁾⁽⁸⁾⁽⁹⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾
Class B Common Stock	1	I	See Footnotes⁽⁶⁾⁽⁸⁾⁽⁹⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾
Class B Common Stock	1	I	See Footnotes⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Common Units of Buzz Holdings L.P.	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	71,041,485	⁽¹⁰⁾	I	See Footnotes⁽⁵⁾⁽⁸⁾⁽⁹⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾
Common Units of Buzz Holdings L.P.	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	580,360	⁽¹⁰⁾	I	See Footnotes⁽⁶⁾⁽⁸⁾⁽⁹⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾
Common Units of Buzz Holdings L.P.	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	63,069	⁽¹⁰⁾	I	See Footnotes⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾

1. Name and Address of Reporting Person^*

BCP Buzz Holdings L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.,

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BCP VII Holdings Manager - NQ L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Management Associates VII NQ L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BMA VII NQ L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BTO Buzz Holdings II L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BTO Holdings Manager L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Tactical Opportunities Associates L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BTOA L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Holdings III L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Holdings III GP L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Explanation of Responses:

1. Reflects securities directly held by BCP Buzz Holdings L.P. BCP VII Holdings Manager - NQ L.L.C. is the general partner of BCP Buzz Holdings L.P. Blackstone Management Associates VII NQ L.L.C. is the managing member of BCP VII Holdings Manager - NQ L.L.C. BMA VII NQ L.L.C. is the managing member of Blackstone Management Associates VII NQ L.L.C.

2. Reflects securities directly held by BTO Buzz Holdings II L.P. BTO Holdings Manager L.L.C. is the general partner of BTO Buzz Holdings II L.P. Blackstone Tactical Opportunities Associates L.L.C. is the managing member of BTO Holdings Manager L.L.C. BTOA L.L.C. is the managing member of Blackstone Tactical Opportunities Associates L.L.C. Blackstone Holdings III L.P. is the managing member of BTOA L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P.

3. Reflects securities directly held by BXG Buzz Holdings L.P. BXG Holdings Manager L.L.C. is the general partner of BXG Buzz Holdings L.P. Blackstone Growth Associates L.P. is the managing member of BXG Holdings Manager L.L.C. BXGA L.L.C. is the general partner of Blackstone Growth Associates L.P.

4. Reflects securities directly held by BSOF Buzz Aggregator L.L.C. Blackstone Strategic Opportunity Associates L.L.C. is the managing member of BSOF Buzz Aggregator L.L.C. Blackstone Holdings II L.P. is the sole member of Blackstone Strategic Opportunity Associates L.L.C.

5. Reflects securities directly held by Blackstone Buzz Holdings L.P. BTO Holdings Manager-NQ L.L.C. is the general partner of Blackstone Buzz Holdings L.P. Blackstone Tactical Opportunities Associates-NQ L.L.C. is the managing member of BTO Holdings Manager-NQ L.L.C. BTOA-NQ L.L.C. is the sole member of Blackstone Tactical Opportunities Associates-NQ L.L.C.

6. Reflects securities of the Issuer held directly by Blackstone Tactical Opportunities Fund - FD L.P. Blackstone Tactical Opportunities Associates III - NQ L.P. is the general partner of Blackstone Tactical Opportunities Fund - FD L.P. BTO DE GP - NQ L.L.C. is the general partner of Blackstone Tactical Opportunities Associates III - NQ L.P.

7. Reflects securities directly held by Blackstone Family Investment Partnership-Growth ESC L.P. BXG Side-by-Side GP L.L.C. is the general partner of Blackstone Family Investment Partnership-Growth ESC L.P.

8. Blackstone Holdings II L.P. is the managing member of each of BTOA-NQ L.L.C., BTO DE GP-NQ L.L.C., BXGA L.L.C., and BMA VII NQ L.L.C., and the sole member of each of BXG Side-by-Side GP L.L.C. and Blackstone Strategic Opportunity Associates L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P.

9. The Blackstone Group Inc. is the sole member of each of Blackstone Holdings I/II GP L.L.C. and Blackstone Holdings III GP Management L.L.C. The sole holder of the Class C common stock of The Blackstone Group Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.

10. 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.

11. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3.

12. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

13. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Remarks:

	BCP BUZZ HOLDINGS L.P., By:BCP VII Holdings Manager - NQ L.L.C., GP, By:Blackstone Management Associates VII NQ L.L.C., MM, By:BMA VII NQ L.L.C., SM, By:Blackstone Holdings II, L.P., MM, By:Blackstone Holdings I/II GP L.L.C., GP, By:/s/Tabea Hsi, SMD	02/11/2021
	BCP VII HOLDINGS MANAGER - NQ L.L.C., By: Blackstone Management Associates VII NQ L.L.C., its MM, By: BMA VII NQ L.L.C., its SM, By: Blackstone Holdings II, L.P., its MM, By: Blackstone Holdings I/II GP L.L.C., its GP, By: /s/ Tabea Hsi, SMD	02/11/2021
	BLACKSTONE MANAGEMENT ASSOCIATES VII NQ L.L.C., By:BMA VII NQ L.L.C., its managing member, By:Blackstone Holdings II, L.P., its managing member, By:Blackstone Holdings I/II GP L.L.C., its general partner, By: /s/ Tabea Y. Hsi, Senior Managing Director	02/11/2021
	BMA VII NQ L.L.C., By: Blackstone Holdings II, L.P., its managing member, By: Blackstone Holdings I/II GP L.L.C., its general partner, By: /s/ Tabea Y. Hsi, Name: Tabea Y. Hsi, Title: Senior Managing Director	02/11/2021
	BTO BUZZ HOLDINGS II L.P., By: BTO Holdings Manager L.L.C., GP, By: BTOA L.L.C., MM, By: Blackstone Holdings III L.P., indirect MM, By: Blackstone Holdings III GP L.P., GP, By: Blackstone Holdings III GP Management L.L.C., GP, By: /s/Tabea Hsi, SMD	02/11/2021
	BTO HOLDINGS MANAGER L.L.C., By: BTOA L.L.C., indirect MM, By: Blackstone Holdings III L.P., MM, By: Blackstone Holdings III GP L.P., GP, By: Blackstone Holdings III GP Management L.L.C., GP, By: /s/Tabea Hsi, SMD	02/11/2021
	BLACKSTONE TACTICAL OPPORTUNITIES ASSOCIATES, L.L.C., By: BTOA L.L.C., MM, By: Blackstone Holdings III L.P., MM, By: Blackstone Holdings III GP L.P., GP, By: Blackstone Holdings III GP Management L.L.C., GP, By: /s/Tabea Hsi, SMD	02/11/2021
	BTOA L.L.C., By: Blackstone Holdings III L.P., its managing member, By: Blackstone Holdings III GP L.P., its general partner, By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/Tabea Hsi, Senior Managing Director	02/11/2021
	BLACKSTONE HOLDINGS III L.P., By: Blackstone Holdings III GP L.P., its GP, By: Blackstone Holdings III GP Management L.L.C., its GP, By: /s/ Tabea Y. Hsi, Name: Tabea Y. Hsi, Title: Senior Managing Director	02/11/2021
	BLACKSTONE HOLDINGS III GP L.P., By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ Tabea Y. Hsi, Name: Tabea Y. Hsi, Title: Senior Managing Director	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

VII Holdings Manager - NQ L.L.C. BCP Form 3Bumble / Holdings Manager L.L.C. BTO ownership change