Frazier Meredith D Mell Form 4 MEREDITH / MEREDITH D MELL FRAZIER 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^*

FRAZIER MEREDITH D MELL

(Last) (First) (Middle)

1716 LOCUST STREET

(Street)

DES MOINES IA 50306

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MEREDITH CORP [ MDP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2017

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $1.00 per share	12/15/2017		M		6,000	A	$18.56	6,000	D
Common Stock, par value $1.00 per share	12/15/2017		F		1,589	D	$70.1	4,411	D
Common Stock, par value $1.00 per share	12/15/2017		M		6,000	A	$28.24	10,411	D
Common Stock, par value $1.00 per share	12/15/2017		F		2,418	D	$70.1	7,993	D
Common Stock, par value $1.00 per share	12/15/2017		M		6,000	A	$34.1	13,993	D
Common Stock, par value $1.00 per share	12/15/2017		F		2,919	D	$70.1	11,074	D
Common Stock, par value $1.00 per share	12/15/2017		M		10,845	A	$26.55	21,919	D
Common Stock, par value $1.00 per share	12/15/2017		F		4,108	D	$70.1	17,811	D
Common Stock, par value $1.00 per share	12/15/2017		M		8,100	A	$32.32	25,911	D
Common Stock, par value $1.00 per share	12/15/2017		F		3,735	D	$70.1	22,176	D
Common Stock, par value $1.00 per share	12/15/2017		S		22,176	D	$69.85(1)	0	D
Common Stock, par value $1.00 per share								15,024(2)	I	Trusts
Common Stock, par value $1.00 per share								1,695	I	401(k)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	$18.56	12/15/2017		M			6,000	(3)	11/06/2018	Common Stock	6,000	$0	0	D
Stock Option	$28.24	12/15/2017		M			6,000	(4)	11/08/2019	Common Stock	6,000	$0	0	D
Stock Option	$34.1	12/15/2017		M			6,000	(5)	11/03/2020	Common Stock	6,000	$0	0	D
Stock Option	$26.55	12/15/2017		M			10,845	(6)	11/09/2021	Common Stock	10,845	$0	0	D
Stock Option	$32.32	12/15/2017		M			8,100	(7)	11/07/2022	Common Stock	8,100	$0	0	D

Explanation of Responses:

1. The price in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $69.45 to $70.25. The undersigned undertakes to provide Meredith Corporation ("Meredith"), any security holder of Meredith or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (1) to this Form 4.

2. Common stock includes restricted shares and shares held by the reporting person in a street name account.

3. Stock options become exercisable one-third per year over a three-year period beginning on November 6, 2009.

4. Stock options become exercisable one-third per year over a three year period beginning on November 5, 2010.

5. Stock options become exercisable one-third per year over a three year period beginning on November 3, 2011.

6. Stock options become exercisable one-third per year over a three year period beginning on November 9, 2012.

7. Stock options become exercisable one-third per year over a three year period beginning on November 7, 2013.

	/s/ D. Mell Meredith Frazier	12/19/2017
	** Signature of Reporting Person	Date
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