Standard General L.P. - Apr 16, 2024 Form 4 Insider Report for Mediaco Holding Inc. (MDIA)

Signature
/s/ Standard General L.P. by Joseph Mause, Chief Financial Officer
Stock symbol
MDIA
Transactions as of
Apr 16, 2024
Transactions value $
$29,603,818
Form type
4
Date filed
4/18/2024, 04:11 PM
Previous filing
Dec 30, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MDIA Series A Convertible Preferred Stock Disposed to Issuer -286K -100% 0 Apr 16, 2024 See Footnote F1, F2, F3
transaction MDIA Class A Common Stock Award $29.6M +20.7M +123.43% $1.43* 37.5M Apr 16, 2024 See Footnote F1, F3
holding MDIA Class B Common Stock 5.41M Apr 16, 2024 See Footnote F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents the conversion (the "Conversion") of shares of Series A Convertible Preferred Stock into shares of Class A Common Stock. Each share of Series A Convertible Preferred Stock was convertible into the number of shares of Class A Common Stock 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 ("VWAP") 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 was given. The disposition of shares of Series A Convertible Preferred Stock to the Issuer and the acquisition of shares of Class A Common Stock from the Issuer in connection with the Conversion were approved pursuant to Rule 16b-3.
F2 Prior to the Conversion, the number of shares of Series A Convertible Preferred Stock beneficially owned by the Reporting Persons had increased to 286,031 shares pursuant to the terms of the security through the accrual of dividends subject to the exemption from reporting provided under Rule 16a-9.
F3 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.
F4 Each share of Class B Common Stock is convertible into one share of Class A Common Stock.

Remarks:

Solely for purposes of Section 16, the Reporting Persons are deemed directors by deputization by virtue of their representation on the Board of Directors of the Issuer.