This Amendment No. 12 to Schedule 13D (the “Amendment”) relates to Class A Common Stock (“Class A Common Stock”) of Mediaco Holding Inc., an Indiana corporation (the “Issuer” or the “Company”). This Amendment is being filed to amend the
Schedule 13D that was originally filed on January 28, 2020, as amended on February 5, 2020, March 30, 2020, April 24, 2020, May 22, 2020, September 2, 2020, September 23, 2020, May 21, 2021, November 29, 2021, December 21, 2021, January 10, 2022
and March 24, 2022 (as amended, the “Schedule 13D”). Unless otherwise indicated in this Amendment, all capitalized terms have the meanings indicated to them in the Schedule 13D.
This Amendment is being filed to amend Items 4 and 5 of the Schedule 13D.
Item 4. Purpose of Transaction
Item 4 is hereby supplemented as set forth below:
On June 28, 2022, the Company filed a preliminary proxy statement describing its plan to regain compliance with Nasdaq’s listing requirements by complying with the minimum $2,500,000 stockholders’ equity requirement for continued listing.
In order to assist the Company in this effort, SG Broadcasting LLC, a company wholly owned by funds managed by Standard General L.P. has agreed to convert the outstanding principal and accrued interest the Second Amended and Restated Promissory
Note and the 2021 Note (as defined below) into Class A Common Stock no later than August 21, 2022, subject to shareholder approval.
Item 5. Interest in Securities of the Issuer
Items 5 is hereby supplemented as set forth below.
(a) and (b) See Items 7-13 of the cover pages and Item 2 above.
(c) The Reporting Persons did not effect any transactions in shares of the Issuer’s Class A Common Stock during the sixty day period prior to the filing of this Schedule 13D.
As previously reported, the Reporting Persons beneficially own 569,919 shares of the Company’s Class A Common Stock and, as previously reported, also beneficially own 5,413,197 shares of the Company’s Class B Common Stock, which is convertible into
Class A Common Stock on a one-for-one basis.
As previously disclosed, the Reporting Persons beneficially own 220,000 shares of Series A Convertible Preferred Stock of the Company (“Series A Preferred Stock”), each share of which is convertible into such number of shares of Class A Common
Stock as is determined by dividing: (i) the purchase price of the Series A Preferred Stock plus any accrued dividends by (ii) the average volume-weighted average prices of the Class A Common Stock for the last 30 days prior to the date of
determination (the “30-Day VWAP”), determined as of the fifth business day after the date on which notice of conversion is given. As of June 28, 2022, the shares of Series A Preferred beneficially owned by the Reporting Persons would have been
convertible into 9,776,234 shares of Class A Common Stock under the formula described above.
As previously disclosed, the Reporting Persons also hold two secured convertible promissory notes of the Company (the “Second Amended and Restated Promissory Note” and the “2021 Note”). All or a portion of the outstanding principal and any
accrued interest under each such note is convertible, at the option of the Reporting Persons, into shares of Class A common Stock at a conversion price equal to the 30-Day VWAP, determined as of the fifth business days after the date on which
the notice of conversion is given; provided, in the case of the 2021 Note, that the conversion price shall not be less than $0.50 per share. As of June 28, 2022, the amounts of principal and accrued interest under the Second Amended and
Restated Promissory Note and the 2021 Note were approximately $25.1 million and $4.5 million, respectively. As of such date, the Second Amended and Restated Promissory Note and the 2021 Note were convertible into 8,634,874 and 1,541,862 shares
of Class A Common Stock, respectively.
The percentages reported herein are based on a statement in the Company’s Quarterly Report for the quarter ended March 31, 2022, as filed with the Securities and Exchange Commission on May 12, 2022, that, as of May 6, 2022, there were
3,147,171 shares of the Issuer’s Class A Common Stock outstanding.
(d) Not applicable.
(e) Not applicable.