Tallett Elizabeth E Form 4 Meredith / Elizabeth E Tallett ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Tallett Elizabeth E

(Last)

(First)

(Middle)

C/O 1716 LOCUST ST

(Street)

DES MOINES

50309

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Meredith Holdings Corp [ NONE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock ($1 par value)	12/01/2021		D		28,915⁽¹⁾	D	⁽²⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$23.03⁽³⁾	12/01/2021		A		8,100⁽⁴⁾		⁽⁵⁾	11/07/2022	Common Stock ($1 par value)	8,100	⁽⁴⁾	8,100	D
Non-Qualified Stock Option (right to buy)	$23.03⁽³⁾	12/01/2021		D			8,100	⁽⁵⁾	11/07/2022	Common Stock ($1 par value)	8,100	⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)	$37.29⁽³⁾	12/01/2021		A		4,064⁽⁴⁾		⁽⁵⁾	11/06/2023	Common Stock ($1 par value)	4,064	⁽⁴⁾	4,064	D
Non-Qualified Stock Option (right to buy)	$37.29⁽³⁾	12/01/2021		D			4,064	⁽⁵⁾	11/06/2023	Common Stock ($1 par value)	4,064	⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)	$36.51⁽³⁾	12/01/2021		A		3,912⁽⁴⁾		⁽⁵⁾	11/12/2024	Common Stock ($1 par value)	3,912	⁽⁴⁾	3,912	D
Non-Qualified Stock Option (right to buy)	$36.51⁽³⁾	12/01/2021		D			3,912	⁽⁵⁾	11/12/2024	Common Stock ($1 par value)	3,912	⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)	$33.51⁽³⁾	12/01/2021		A		4,389⁽⁴⁾		⁽⁵⁾	11/11/2025	Common Stock ($1 par value)	4,389	⁽⁴⁾	4,389	D
Non-Qualified Stock Option (right to buy)	$33.51⁽³⁾	12/01/2021		D			4,389	⁽⁵⁾	11/11/2025	Common Stock ($1 par value)	4,389	⁽³⁾	0	D
Common Stock ($1 par value)	$33.96⁽³⁾	12/01/2021		A		5,685⁽⁴⁾		⁽⁵⁾	11/09/2026	Common Stock ($1 par value)	5,685	⁽⁴⁾	5,685	D
Common Stock ($1 par value)	$33.96⁽³⁾	12/01/2021		D			5,685	⁽⁵⁾	11/09/2026	Common Stock ($1 par value)	5,685	⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)	$37.06⁽³⁾	12/01/2021		A		5,936⁽⁴⁾		⁽⁵⁾	11/08/2027	Common Stock ($1 par value)	5,936	⁽⁴⁾	5,936	D
Non-Qualified Stock Option (right to buy)	$37.06⁽³⁾	12/01/2021		D			5,936	⁽⁵⁾	11/08/2027	Common Stock ($1 par value)	5,936	⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)	$41.83⁽³⁾	12/01/2021		A		4,697⁽⁴⁾		⁽⁵⁾	11/14/2028	Common Stock ($1 par value)	4,697	⁽⁴⁾	4,697	D
Non-Qualified Stock Option (right to buy)	$41.83⁽³⁾	12/01/2021		D			4,697	⁽⁵⁾	11/14/2028	Common Stock ($1 par value)	4,697	⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)	$25.22⁽³⁾	12/01/2021		A		8,161⁽⁴⁾		⁽⁵⁾	11/13/2029	Common Stock ($1 par value)	8,161	⁽⁴⁾	8,161	D
Non-Qualified Stock Option (right to buy)	$25.22⁽³⁾	12/01/2021		D			8,161	⁽⁵⁾	11/13/2029	Common Stock ($1 par value)	8,161	⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)	$11.33⁽³⁾	12/01/2021		A		11,692⁽⁴⁾		⁽⁵⁾	11/11/2030	Common Stock ($1 par value)	11,692	⁽⁴⁾	11,692	D
Non-Qualified Stock Option (right to buy)	$11.33⁽³⁾	12/01/2021		D			11,692	⁽⁵⁾	11/11/2030	Common Stock ($1 par value)	11,692	⁽³⁾	0	D
Stock Equivalent Units	⁽⁶⁾	12/01/2021		A		25,282⁽⁴⁾		⁽⁷⁾	⁽⁷⁾	Common Stock ($1 par value)	25,282	⁽⁴⁾	25,282	D
Stock Equivalent Units	⁽⁶⁾	12/01/2021		D			25,282	⁽⁷⁾	⁽⁷⁾	Common Stock ($1 par value)	25,282	⁽⁶⁾	0	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

Remarks:

	/s/ Andrew Kane, by Power of Attorney for Elizabeth E. Tallett	12/03/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Tallett Elizabeth E Form 4Meredith / Elizabeth E Tallett ownership change