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

Role: President-Local Media Group
Signature: /s/ Andrew Kane, by Power of Attorney for Patrick J. McCreery
Stock symbol: MDP
Transactions as of: Dec 1, 2021
Transactions value $: $0
Form type: 4
Date filed: 12/3/2021, 01:56 PM
Previous filing: Aug 24, 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		-5.55K	-100%		0	Dec 1, 2021	Direct	F1
transaction	MDP	Common Stock ($1 par value)	Disposed to Issuer		-10.7K	-100%		0	Dec 1, 2021	By 401(K) Plan	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	Restricted Stock Units	Disposed to Issuer		-52.5K	-100%		0	Dec 1, 2021	Common Stock ($1 par value)	52.5K		Direct	F2, F3
transaction	MDP	Non-Qualified Stock Option (right to buy)	Disposed to Issuer		-4K	-100%		0	Dec 1, 2021	Common Stock ($1 par value)	4K	$31.87	Direct	F4
transaction	MDP	Non-Qualified Stock Option (right to buy)	Disposed to Issuer		-3.8K	-100%		0	Dec 1, 2021	Common Stock ($1 par value)	3.8K	$37.71	Direct	F4
transaction	MDP	Non-Qualified Stock Option (right to buy)	Disposed to Issuer		-3.45K	-100%		0	Dec 1, 2021	Common Stock ($1 par value)	3.45K	$41.34	Direct	F4
transaction	MDP	Non-Qualified Stock Option (right to buy)	Disposed to Issuer		-10K	-100%		0	Dec 1, 2021	Common Stock ($1 par value)	10K	$37.38	Direct	F4
transaction	MDP	Non-Qualified Stock Option (right to buy)	Disposed to Issuer		-20K	-100%		0	Dec 1, 2021	Common Stock ($1 par value)	20K	$26.37	Direct	F4
transaction	MDP	Non-Qualified Stock Option (right to buy)	Disposed to Issuer		-54.1K	-100%		0	Dec 1, 2021	Common Stock ($1 par value)	54.1K	$10.15	Direct	F4
transaction	MDP	Stock equivalent units	Disposed to Issuer		-410	-100%		0	Dec 1, 2021	Common Stock ($1 par value)	410		Direct	F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Patrick McCreery 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, these awards were canceled in exchange for (i) $16.99 in cash per share and (ii) restricted stock units of Meredith Holdings Corporation with respect to an equal number of shares subject to these awards.
F3	Pursuant to their original terms, the Restricted Stock Units were convertible to Common Stock on a one-for-one basis upon the completion of a three-year vesting period.
F4	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.
F5	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.
F6	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 retirement from or termination of employment with the issuer.