Robert Prather - Aug 2, 2023 Form 4 Insider Report for Heartland Media Acquisition Corp. (HMA)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Robert S. Prather Jr.
Stock symbol
HMA
Transactions as of
Aug 2, 2023
Transactions value $
$0
Form type
4
Date filed
8/3/2023, 04:16 PM
Previous filing
Jul 17, 2023
Next filing
Oct 16, 2023

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 HMA Class B common stock, $0.0001 par value per share Other -4.81M -100% 0 Aug 2, 2023 Class A common stock, $0.0001 par value per share 4.81M See footnote F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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

Explanation of Responses:

Id Content
F1 Because the Issuer had not completed a business combination by July 25, 2023, as required by its Amended and Restated Certificate of Incorporation, the Issuer is redeeming all issued and outstanding shares of Class A common stock, $0.0001 par value per share (the "Class A Shares"), at a per share redemption price of $10.56 (the "Liquidation"). On August 3, 2023, the New York Stock Exchange filed a Form 25 with the U.S. Securities and Exchange Commission ("SEC") to delist the Issuer's securities. The Class A Shares ceased trading as of the close of business on July 25, 2023. The Issuer is expected to file a Form 15 with the SEC to terminate the registration of the securities under the Securities Exchange Act of 1934, as amended. Upon the effectiveness of the Form 15, the reporting person will cease to have a reporting obligation with respect to the Issuer's securities.
F2 The Class B common stock, $0.0001 par value per share (the "Class B Shares") are convertible for shares of the Issuer's Class A common stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-261374) (as amended, the "Registration Statement") and have no expiration date.
F3 The shares are held directly by Heartland Sponsor LLC (the "Sponsor"). The managing member of the Sponsor is Robert S. Prather, Jr. Mr. Prather has sole voting and dispositive power over the shares held by the Sponsor and disclaims beneficial ownership over any securities owned by the Sponsor in which he does not have any pecuniary interest.
F4 Reflects the cancellation by the Issuer of 4,811,732 Class B Shares pursuant to the Liquidation.