Standard General L.P. - Dec 28, 2022 Form 4 Insider Report for Mediaco Holding Inc. (MDIA)

Role: 10%+ Owner
Signature: /s/ Standard General L.P. by Joseph Mause, Chief Financial Officer
Stock symbol: MDIA
Transactions as of: Dec 28, 2022
Transactions value $: $4,000,132
Form type: 4
Date filed: 12/30/2022, 03:15 PM
Previous filing: Dec 9, 2022
Next filing: Apr 18, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MDIA	Class A Common Stock	Purchase	$4M	+3.33M	+24.71%	$1.20	16.8M	Dec 28, 2022	See Footnote	F3, F4
transaction	MDIA	Series A Convertible Preferred Stock	Sale		-40K	-13.25%		262K	Dec 28, 2022	See Footnote	F2, F3, F4, F5
holding	MDIA	Class B Common Stock						5.41M	Dec 28, 2022	See Footnote	F1, F4

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

Explanation of Responses:

Id	Content
F1	Shares of Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis.
F2	Each share of Series A Convertible Preferred Stock will be convertible into such number of shares of Class A Common Stock as is 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 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 is given (the "Conversion Formula").
F3	On December 28, 2022, the Reporting Persons converted 40,000 shares of Series A Convertible Preferred Stock into 3,328,728 shares of Class A Common Stock at a conversion price of $1.2017 per share, which was determined in accordance with the Conversion Formula.
F4	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.
F5	Prior to the conversion reported herein, the number of shares of Series A Convertible Preferred Stock beneficially owned by the Reporting Persons had increased to 301,967 shares pursuant to the terms of the security through the accrual of dividends subject to the exemption from reporting provided under Rule 16a-9.