Beth J. Kaplan - 01 Dec 2021 Form 4 Insider Report for Meredith Holdings Corp

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
03 Dec 2021, 14:05:25 UTC
Prior SEC filing
02 Dec 2021
Next SEC filing
17 Dec 2021
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Andrew Kane, by Power of Attorney for Beth J. Kaplan

Key filing fact

Beth J. Kaplan filed Form 4 for Meredith Holdings Corp on 03 Dec 2021.

Key facts

  • This page summarizes Beth J. Kaplan's Form 4 filing for Meredith Holdings Corp.
  • 12 reported transactions and 10 derivative rows are listed below.
  • Accepted by SEC: 03 Dec 2021, 14:05.

Change

  • Previous filing in this sequence was filed on 02 Dec 2021.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

No ticker transaction

Common Stock ($1 par value)

Disposed to Issuer

Transaction value
Shares
-10,736
Change %
-100%
Price
Shares after
0
Date
01 Dec 2021
Ownership
Direct
Footnotes
F1, F2
No ticker transaction

Common Stock ($1 par value)

Disposed to Issuer

Transaction value
Shares
-800
Change %
-100%
Price
Shares after
0
Date
01 Dec 2021
Ownership
By family trust
Footnotes
F1, F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

No ticker transaction Derivative

Non-Qualified Stock Option (right to buy)

Award

Transaction value
Shares
+5,936
Change %
Price
Shares after
5,936
Date
01 Dec 2021
Ownership
Direct
Underlying class
Common Stock ($1 par value)
Underlying amount
5,936
Exercise price
$37.06
Footnotes
F3, F4, F5
No ticker transaction Derivative

Non-Qualified Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares
-5,936
Change %
-100%
Price
Shares after
0
Date
01 Dec 2021
Ownership
Direct
Underlying class
Common Stock ($1 par value)
Underlying amount
5,936
Exercise price
$37.06
Footnotes
F3, F5
No ticker transaction Derivative

Non-Qualified Stock Option (right to buy)

Award

Transaction value
Shares
+4,697
Change %
Price
Shares after
4,697
Date
01 Dec 2021
Ownership
Direct
Underlying class
Common Stock ($1 par value)
Underlying amount
4,697
Exercise price
$41.83
Footnotes
F3, F4, F5
No ticker transaction Derivative

Non-Qualified Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares
-4,697
Change %
-100%
Price
Shares after
0
Date
01 Dec 2021
Ownership
Direct
Underlying class
Common Stock ($1 par value)
Underlying amount
4,697
Exercise price
$41.83
Footnotes
F3, F5
No ticker transaction Derivative

Non-Qualified Stock Option (right to buy)

Award

Transaction value
Shares
+8,161
Change %
Price
Shares after
8,161
Date
01 Dec 2021
Ownership
Direct
Underlying class
Common Stock ($1 par value)
Underlying amount
8,161
Exercise price
$25.22
Footnotes
F3, F4, F5
No ticker transaction Derivative

Non-Qualified Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares
-8,161
Change %
-100%
Price
Shares after
0
Date
01 Dec 2021
Ownership
Direct
Underlying class
Common Stock ($1 par value)
Underlying amount
8,161
Exercise price
$25.22
Footnotes
F3, F5
No ticker transaction Derivative

Non-Qualified Stock Option (right to buy)

Award

Transaction value
Shares
+11,692
Change %
Price
Shares after
11,692
Date
01 Dec 2021
Ownership
Direct
Underlying class
Common Stock ($1 par value)
Underlying amount
11,692
Exercise price
$11.33
Footnotes
F3, F4, F5
No ticker transaction Derivative

Non-Qualified Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares
-11,692
Change %
-100%
Price
Shares after
0
Date
01 Dec 2021
Ownership
Direct
Underlying class
Common Stock ($1 par value)
Underlying amount
11,692
Exercise price
$11.33
Footnotes
F3, F5
No ticker transaction Derivative

Stock Equivalent Units

Award

Transaction value
Shares
+1,399
Change %
Price
Shares after
1,399
Date
01 Dec 2021
Ownership
Direct
Underlying class
Common Stock ($1 par value)
Underlying amount
1,399
Exercise price
Footnotes
F4, F6, F7
No ticker transaction Derivative

Stock Equivalent Units

Disposed to Issuer

Transaction value
Shares
-1,399
Change %
-100%
Price
Shares after
0
Date
01 Dec 2021
Ownership
Direct
Underlying class
Common Stock ($1 par value)
Underlying amount
1,399
Exercise price
Footnotes
F6, F7
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Beth J. Kaplan is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 7 footnotes

Footnote 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.

Footnote 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.

Footnote F3

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.

Footnote 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.

Footnote F5

Pursuant to their original terms, the options were convertible to Common Stock on a one-for-one basis one-third per year over a three-year period beginning on the first anniversary of the grant date until completed on the third anniversary of the grant.

Footnote F6

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.

Footnote F7

Pursuant to their original terms, the Stock Equivalent Units were convertible to Common Stock on a one-for-one basis upon the reporting person's resignation, retirement or other termination of service on the issuer's Board of Directors.

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