Catherine Levene - Dec 1, 2021 Form 4 Insider Report for Meredith Holdings Corp (NONE)

Role: President-National Media Group
Signature: /s/ Andrew Kane, by Power of Attorney for Catherine Levene
Stock symbol: NONE
Transactions as of: Dec 1, 2021
Transactions value $: $0
Form type: 4
Date filed: 12/3/2021, 02:06 PM
Previous filing: Nov 12, 2021
Next filing: Nov 7, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NONE	Common Stock ($1 par value)	Disposed to Issuer		-2.05K	-100%		0	Dec 1, 2021	Direct	F1, F2

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	NONE	Restricted Stock Units	Award		+41.9K			41.9K	Dec 1, 2021	Common Stock ($1 par value)	41.9K		Direct	F3, F4, F5
transaction	NONE	Restricted Stock Units	Disposed to Issuer		-41.9K	-100%		0	Dec 1, 2021	Common Stock ($1 par value)	41.9K		Direct	F3, F5
transaction	NONE	Non-Qualified Stock Option (right to buy)	Award		+4K			4K	Dec 1, 2021	Common Stock ($1 par value)	4K	$38.08	Direct	F4, F6
transaction	NONE	Non-Qualified Stock Option (right to buy)	Disposed to Issuer		-4K	-100%		0	Dec 1, 2021	Common Stock ($1 par value)	4K	$38.08	Direct	F6
transaction	NONE	Non-Qualified Stock Option (right to buy)	Award		+6.55K			6.55K	Dec 1, 2021	Common Stock ($1 par value)	6.55K	$26.37	Direct	F4, F6
transaction	NONE	Non-Qualified Stock Option (right to buy)	Disposed to Issuer		-6.55K	-100%		0	Dec 1, 2021	Common Stock ($1 par value)	6.55K	$26.37	Direct	F6
transaction	NONE	Non-Qualified Stock Option (right to buy)	Award		+12K			12K	Dec 1, 2021	Common Stock ($1 par value)	12K	$10.15	Direct	F4, F6
transaction	NONE	Non-Qualified Stock Option (right to buy)	Disposed to Issuer		-12K	-100%		0	Dec 1, 2021	Common Stock ($1 par value)	12K	$10.15	Direct	F6
transaction	NONE	Non-Qualified Stock Option (right to buy)	Award		+13K			13K	Dec 1, 2021	Common Stock ($1 par value)	13K	$15.66	Direct	F4, F6
transaction	NONE	Non-Qualified Stock Option (right to buy)	Disposed to Issuer		-13K	-100%		0	Dec 1, 2021	Common Stock ($1 par value)	13K	$15.66	Direct	F6

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

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

Explanation of Responses:

Id	Content
F1	The Reporting Person received these shares in the previously announced spin-off of Meredith Corporation's digital and magazine segments and corporate operations (the "Spin-Off"), described in the issuer's Registration Statement on Form 10 filed with the Securities and Exchange Commission on November 9, 2021 (the "Form 10"). The Spin-Off involved the pro rata distribution of shares of the issuer by Meredith Corporation to its shareholders on a one-for-one basis and the Spin-Off was consummated on December 1, 2021. The Reporting Person's receipt of such shares in the Spin-Off was exempt from reporting pursuant to Rule 16a-9.
F2	In connection with the closing of the previously announced acquisition of the issuer by Dotdash Media Inc. (the "Merger") and as described in the Current Report on Form 8-K filed by Meredith Corporation, which was previously the issuer's parent company, on October 6, 2021 (the "8-K"), each share of Common Stock was exchanged for $42.18 in cash per share.
F3	In connection with the Merger and as described in the 8-K, these awards were canceled in exchange for $42.18 in cash per share.
F4	In connection with the Spin-Off and as described in the Form 10, the Reporting Person received this award in partial consideration for the cancellation of an equity award of Meredith Corporation previously held by the Reporting Person.
F5	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.
F6	In connection with the Merger and as described in the 8-K, this option was canceled in exchange for a cash amount equal to the excess, if any, of $42.18 per share less the exercise price.