Statement of Changes in Beneficial Ownership (4)
December 30 2022 - 4:16PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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Standard General L.P. |
2. Issuer Name and Ticker or Trading Symbol
Mediaco Holding Inc.
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MDIA
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
767 FIFTH AVENUE, 12TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/28/2022 |
(Street)
NEW YORK, NY 10153
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 12/28/2022 | | P | | 3328728 | A | $1.2017 (3) | 16798127 | I | See Footnote (4) |
Class B Common Stock (1) | | | | | | | | 5413197 | I | See Footnote (4) |
Series A Convertible Preferred Stock (2) | 12/28/2022 | | S | | 40000 | D | (3) | 261967 (5) | I | See Footnote (4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Explanation of Responses: |
(1) | Shares of Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis. |
(2) | Each share of Series A Convertible Preferred Stock will be convertible into such number of shares of Class A Common Stock as is determined by dividing (i) the purchase price of the Series A Convertible Preferred Stock plus any accrued dividends by (ii) the average of the volume-weighted average prices of the Class A Common Stock for the last 30 trading days prior to the date of determination, determined as of the fifth business day after the date on which the notice of conversion is given (the "Conversion Formula"). |
(3) | On December 28, 2022, the Reporting Persons converted 40,000 shares of Series A Convertible Preferred Stock into 3,328,728 shares of Class A Common Stock at a conversion price of $1.2017 per share, which was determined in accordance with the Conversion Formula. |
(4) | The securities reported herein are beneficially owned by Standard General L.P. ("Standard General"). Mr. Kim is a director of the general partner of the general partner of Standard General and Chief Investment Officer of Standard General, and in such capacities may be deemed to indirectly beneficially own the securities reported herein. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest in such shares, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose. |
(5) | Prior to the conversion reported herein, the number of shares of Series A Convertible Preferred Stock beneficially owned by the Reporting Persons had increased to 301,967 shares pursuant to the terms of the security through the accrual of dividends subject to the exemption from reporting provided under Rule 16a-9. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Standard General L.P. 767 FIFTH AVENUE 12TH FLOOR NEW YORK, NY 10153 |
| X |
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Kim Soohyung 767 FIFTH AVENUE, 12TH FLOOR NEW YORK, NY 10153 |
| X | See Footnote 3 |
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Signatures
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/s/ Standard General L.P. by Joseph Mause, Chief Financial Officer | | 12/30/2022 |
**Signature of Reporting Person | Date |
/s/ Soohyung Kim | | 12/30/2022 |
**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 4(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 control number. |
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