Beth Kaplan - Dec 1, 2021 Form 4 Insider Report for Hawkeye Acquisition, Inc. (MDP)

Role
Director
Signature
/s/ Andrew Kane, by Power of Attorney for Beth J. Kaplan
Stock symbol
MDP
Transactions as of
Dec 1, 2021
Transactions value $
$0
Form type
4
Date filed
12/3/2021, 01:55 PM
Previous filing
Dec 2, 2021
Next filing
Dec 17, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MDP Common Stock ($1 par value) Disposed to Issuer -10.7K -100% 0 Dec 1, 2021 Direct F1
transaction MDP Common Stock ($1 par value) Disposed to Issuer -800 -100% 0 Dec 1, 2021 By family trust F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction MDP Non-Qualified Stock Option (right to buy) Disposed to Issuer -5.94K -100% 0 Dec 1, 2021 Common Stock ($1 par value) 5.94K $37.06 Direct F2, F3
transaction MDP Non-Qualified Stock Option (right to buy) Disposed to Issuer -4.7K -100% 0 Dec 1, 2021 Common Stock ($1 par value) 4.7K $41.83 Direct F2, F3
transaction MDP Non-Qualified Stock Option (right to buy) Disposed to Issuer -8.16K -100% 0 Dec 1, 2021 Common Stock ($1 par value) 8.16K $25.22 Direct F2, F3
transaction MDP Non-Qualified Stock Option (right to buy) Disposed to Issuer -11.7K -100% 0 Dec 1, 2021 Common Stock ($1 par value) 11.7K $11.33 Direct F2, F3
transaction MDP Stock equivalent units Disposed to Issuer -1.4K -100% 0 Dec 1, 2021 Stock equivalent units 1.4K Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Beth Kaplan is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 In connection with the closing of the previously announced acquisition by Gray Television, Inc. ("Gray") of the issuer's local media group business immediately following and subject to the spin-off of the issuer's digital and magazine segments and corporate operations (collectively, the "Transactions") and as described in the issuer's definitive proxy statement filed with the Securities and Exchange Commission on November 8, 2021 (the "Proxy Statement"), each share of Common Stock was exchanged for (i) $16.99 in cash per share and (ii) shares of Common Stock of Meredith Holdings Corporation on a one-for-one basis.
F2 In connection with the Transactions and as described in the Proxy Statement, the exercise price of this option was adjusted, which adjusted exercise price is reported in column 2 above, and this option was canceled in exchange for (i) a cash amount equal to the excess, if any, of $16.99 per share less the adjusted exercise price and (ii) a stock option of Meredith Holdings Corporation with respect to an equal number of shares subject to this option.
F3 Pursuant to their original terms, the options were convertible to Common Stock on a one-for-one basis one-third per year over a three-year period beginning on the first anniversary of the grant date until completed on the third anniversary of the grant.
F4 In connection with the Transactions and as described in the Proxy Statement, these awards were canceled in exchange for (i) $16.99 in cash per share and (ii) stock equivalent units of Meredith Holdings Corporation with respect to an equal number of shares subject to these awards.
F5 Pursuant to their original terms, the Stock Equivalent Units were convertible to Common Stock on a one-for-one basis upon the reporting person's resignation, retirement or other termination of service on the issuer's Board of Directors.