HPS Group GP, LLC - Apr 17, 2024 Form 3 Insider Report for Mediaco Holding Inc. (MDIA)

Role
10%+ Owner
Signature
HPS Group GP, LLC; By: /s/ Scott Kapnick, its sole member
Stock symbol
MDIA
Transactions as of
Apr 17, 2024
Transactions value $
$0
Form type
3
Date filed
4/24/2024, 05:25 PM

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
holding MDIA Class A Common Stock Purchase Warrant Apr 17, 2024 Class A Common Stock 28.2M See Footnote F1, F2, F3, F4
holding MDIA Option Apr 17, 2024 Class A Common Stock 7.05M See Footnote F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On April 17, 2024, the Issuer issued a Class A Common Stock Purchase Warrant (the "Warrant") to SLF LBI Aggregator, LLC ("Aggregator"), which provides for the purchase of up to 28,206,152 shares of Class A common stock, par value $0.01 per share ("Class A Common Stock"), of the Issuer (the "Warrant Shares"), subject to customary adjustments as set forth in the Warrant. Until the issuance of the Warrant Shares has been approved by the Issuer's stockholders (the "Stockholder Approval"), the Warrant is only exercisable for 9,300,650 shares of Class A Common Stock. The Warrant will become exercisable for the remaining 18,905,502 shares of Class A Common Stock following the Stockholder Approval.
F2 The Warrant may be exercised until the last day of the six month period following the date on which the Stockholder Approval has been obtained (provided that if such day is not a business day, then the next succeeding day that is a business day).
F3 The exercise price per Warrant Share is $0.00001.
F4 The Warrant is held by Aggregator and the Option is held by Aggregator's subsidiary, Estrella Broadcasting, Inc. ("Estrella"). HPS Group GP, LLC ("HPS Group") is the non-member manager of Aggregator. Scott Kapnick is the sole member of HPS Group. Each of Scott Kapnick, HPS Group and Aggregator disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein, if any.
F5 On April 17, 2024, the Issuer and certain subsidiaries entered into an option agreement with certain subsidiaries of Aggregator, pursuant to which, Estrella has the right to put the equity of certain subsidiaries of Aggregator to a subsidiary of the Issuer in exchange for 7,051,538 shares of Class A Common Stock from and after October 17, 2024 until April 17, 2031 (the "Option Period"). The Option Period will be automatically extended for seven years, unless the parties mutually agree otherwise in writing at least 90 days prior to the expiration of the initial Option Period.