SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G
(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. __)*

 

Bumble Inc.

(Name of Issuer) 

 

Class A common stock, par value $0.01 per share

(Title of Class of Securities) 

 

12047B105

(CUSIP Number) 

 

December 31, 2021

(Date of Event Which Requires Filing of this Statement) 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

   ¨ Rule 13d-1(b)
   ¨ Rule 13d-1(c)
   x

Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages) 

 

Page 1 of 14 Pages

Exhibit Index Contained on Page 13

 

 

 

 

 

 

CUSIP NO. 12047B105 13 G Page 2 of 14

  

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel Growth Fund V L.P. (“AGF5”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)       ¨      (b)     x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
5 SOLE VOTING POWER
4,848,635 shares, all of which are directly owned by AGF5.  Accel Growth Fund V Associates L.L.C. (“AGF5A”), the general partner of AGF5, may be deemed to have sole power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
4,848,635 shares, all of which are directly owned by AGF5.  AGF5A, the general partner of AGF5, may be deemed to have sole power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,848,635
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.8%(1)
12 TYPE OF REPORTING PERSON* PN

 

(1) Based on 129,241,580 shares of Class A Common Stock outstanding as of October 29, 2021, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on November 11, 2021 (the “Form 10-Q”).

 

 

 

 

CUSIP NO. 12047B105 13 G Page 3 of 14

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel Growth Fund V Strategic Partners L.P. (“AGF5SP”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)       ¨      (b)     x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
5 SOLE VOTING POWER
205,896 shares, all of which are directly owned by AGF5SP.  AGF5A, the general partner of AGF5SP, may be deemed to have sole power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
205,896 shares, all of which are directly owned by AGF5SP.  AGF5A, the general partner of AGF5SP, may be deemed to have sole power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 205,896
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.2%(1)
12 TYPE OF REPORTING PERSON* PN

 

(1) Based on 129,241,580 shares of Class A Common Stock outstanding as of October 29, 2021, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.

 

 

 

  

CUSIP NO. 12047B105 13 G Page 4 of 14

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel Growth Fund V Associates L.L.C. ("AGF5A")

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)       ¨      (b)     x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
5

SOLE VOTING POWER

5,054,531 shares, of which 4,848,635 are directly owned by AGF5, and 205,896 are directly owned by AGF5SP. AGF5A, the general partner of AGF5 and AGF5SP, may be deemed to have sole power to vote these shares.

6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
5,054,531 shares, of which 4,848,635 are directly owned by AGF5, and 205,896 are directly owned by AGF5SP.  AGF5A, the general partner of AGF5 and AGF5SP, may be deemed to have sole power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,054,531
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.9%(1)
12 TYPE OF REPORTING PERSON* OO

 

(1) Based on 129,241,580 shares of Class A Common Stock outstanding as of October 29, 2021, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.

 

 

 

 

CUSIP NO. 12047B105 13 G Page 5 of 14

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel Growth Fund V Investors (2019) L.L.C. (“AGFI19”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)       ¨      (b)     x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
5

SOLE VOTING POWER

252,063

6 SHARED VOTING POWER
0
7

SOLE DISPOSITIVE POWER

252,063

8 SHARED DISPOSITIVE POWER
0

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 252,063
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.2%(1)
12 TYPE OF REPORTING PERSON* OO

 

(1) Based on 129,241,580 shares of Class A Common Stock outstanding as of October 29, 2021, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.

 

 

 

 

CUSIP NO. 12047B105 13 G Page 6 of 14

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel Leaders Fund II L.P. (“ALF2”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)       ¨      (b)     x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
5 SOLE VOTING POWER
1,615,150 shares, all of which are directly owned by ALF2.  Accel Leaders Fund II Associates L.L.C. (“ALF2A”), the general partner of ALF2, may be deemed to have sole power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
1,615,150 shares, all of which are directly owned by ALF2.  Accel Leaders Fund II Associates L.L.C. (“ALF2A”), the general partner of ALF2, may be deemed to have shared power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,615,150
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.2%(1)
12 TYPE OF REPORTING PERSON* PN

 

(1) Based on 129,241,580 shares of Class A Common Stock outstanding as of October 29, 2021, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.

 

 

 

  

CUSIP NO. 12047B105 13 G Page 7 of 14

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel Leaders Fund II Strategic Partners L.P. (“ALF2SP”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)       ¨      (b)     x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
5 SOLE VOTING POWER
68,809 shares, all of which are directly owned by ALF2SP.  ALF2A, the general partner of ALF2SP, may be deemed to have sole power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
68,809 shares, all of which are directly owned by ALF2SP.  ALF2A, the general partner of ALF2SP, may be deemed to have shared power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 68,809
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1%(1)
12 TYPE OF REPORTING PERSON* PN

 

(1) Based on 129,241,580 shares of Class A Common Stock outstanding as of October 29, 2021, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.

 

 

 

 

CUSIP NO. 12047B105 13 G Page 8 of 14

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel Leaders Fund II Associates L.L.C. (“ALF2A”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)       ¨      (b)     x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH

 

REPORTING
PERSON
WITH

 

5 SOLE VOTING POWER
1,683,959 shares, of which 1,615,150 are directly owned by ALF2 and 68,809 are directly owned by ALF2SP.  ALF2A, the general partner of ALF2 and ALF2SP, may be deemed to have sole power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
1,683,959 shares, of which 1,615,150 are directly owned by ALF2 and 68,809 are directly owned by ALF2SP.  ALF2A, the general partner of ALF2 and ALF2SP, may be deemed to have sole power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,683,959
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.3%(1)
12 TYPE OF REPORTING PERSON OO

 

(1) Based on 129,241,580 shares of Class A Common Stock outstanding as of October 29, 2021, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.

 

 

 

 

CUSIP NO. 12047B105 13 G Page 9 of 14

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel Leaders Fund II Investors (2019) L.L.C. (“ALFI19”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)       ¨      (b)     x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
5 SOLE VOTING POWER
84,906
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
84,906
8

SHARED DISPOSITIVE POWER

0

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 84,906
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1%(1)
12 TYPE OF REPORTING PERSON* OO

 

(1) Based on 129,241,580 shares of Class A Common Stock outstanding as of October 29, 2021, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.

 

 

 

 

CUSIP NO. 12047B105 13 G Page 10 of 14

 

ITEM 1(A)

NAME OF ISSUER

 

Bumble Inc.

 

ITEM 1(B).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

1105 West 41st Street

Austin, Texas

 

ITEM 2(A).

NAME OF PERSONS FILING

 

This joint Schedule 13G is being filed by Accel Growth Fund V L.P. ("AGF5"), Accel Growth Fund V Strategic Partners L.P. ("AGF5SP"), Accel Growth Fund V Associates L.L.C. ("AGF5A"), Accel Growth Fund V Investors (2019) L.L.C. ("AGFI19"), Accel Leaders Fund II L.P. ("ALF2"), Accel Leaders Fund II Strategic Partners L.P. ("ALF2SP"), Accel Leaders Fund II Associates L.L.C. ("ALF2A"), and Accel Leaders Fund II Investors (2019) L.L.C. ("ALFI19"). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

AGF5A, the general partner of AGF5 and AGF5SP, may be deemed to have sole power to vote and sole power to dispose of the shares of the issuer directly owned by AGF5 and AGF5SP. ALF2A, the general partner of ALF2 and ALF2SP, may be deemed to have sole power to vote and sole power to dispose of the shares of the issuer directly owned by ALF2 and ALF2SP.

 

ITEM 2(B).

ADDRESS OF PRINCIPAL OFFICE

 

The address for each of the Reporting Persons is:

 

Accel Partners

500 University Avenue

Palo Alto, CA 94301

 

ITEM 2(C).

CITIZENSHIP

 

AGF5, AGF5SP, ALF2, and ALF2SP are Delaware limited partnerships. AGF5A, AGFI19, ALF2A, and ALFI19 are Delaware limited liability companies.

 

ITEM 2(D).

TITLE OF CLASS OF SECURITIES

 

Class A common stock, par value $0.01 per share

 

ITEM 2(E).

CUSIP NUMBER

 

12047B105

 

ITEM 3. Not Applicable
   
ITEM 4.

OWNERSHIP


Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

  (a)

Amount beneficially owned:

See Row 9 of cover page for each Reporting Person. 

 

 

 

 

CUSIP NO. 12047B105 13 G Page 11 of 14

 

  (b)

Percent of Class:

See Row 11 of cover page for each Reporting Person.

 

  (c)

Number of shares as to which such person has:

 

  (i)

Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

 

  (ii)

Shared power to vote or to direct the vote

         
  See Row 6 of cover page for each Reporting Person.

 

  (iii)

Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

  (iv)

Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person. 

 

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

Not applicable.
 
ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Under certain circumstances set forth in the limited partnership agreements of AGF5, AG5SP, ALF2, and ALF2SP, and the limited liability company agreements of AGF5A, AGFI19, ALF2A, and ALFI19, the general partner and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.

 

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

Not Applicable.

 

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not Applicable.

 

ITEM 9. NOTICE OF DISSOLUTION OF GROUP.

Not Applicable.
   
ITEM 10. CERTIFICATION.

Not Applicable.
   

 

 

 

CUSIP NO. 12047B105 13 G Page 12 of 14

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 11, 2022

 

Entities:                   Accel Growth Fund V L.P.*

Accel Growth Fund V Strategic Partners L.P.*

Accel Growth Fund V Associates L.L.C.*

Accel Growth Fund V Investors (2019) L.L.C.*

Accel Leaders Fund II L.P.*

Accel Leaders Fund II Strategic Partners L.P.*

Accel Leaders Fund II Associates L.L.C.*

Accel Leaders Fund II Investors (2019) L.L.C.*

 

  By: /s/ Tracy L. Sedlock
    Tracy L. Sedlock, Attorney-in-fact for the above-listed entities

 

* Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

 

 

 

 

CUSIP NO. 12047B105 13 G Page 13 of 14

 

EXHIBIT INDEX

 

    Found on
Sequentially
Exhibit   Numbered Page
     
Exhibit A: Agreement of Joint Filing   14

 

 

 

 

CUSIP NO. 12047B105 13 G Page 14 of 14

 

EXHIBIT A

 

Agreement of Joint Filing

 

The Reporting Persons agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Bumble Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

 

Date: February 11, 2022

 

Entities:                   Accel Growth Fund V L.P.*

Accel Growth Fund V Strategic Partners L.P.*

Accel Growth Fund V Associates L.L.C.*

Accel Growth Fund V Investors (2019) L.L.C.*

Accel Leaders Fund II L.P.*

Accel Leaders Fund II Strategic Partners L.P.*

Accel Leaders Fund II Associates L.L.C.*

Accel Leaders Fund II Investors (2019) L.L.C.*

 

  By: /s/ Tracy L. Sedlock
    Tracy L. Sedlock, Attorney-in-fact for the above-listed entities

 

* Signed pursuant to a Power of Attorney already on file with the appropriate agencies.