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 |
| |||||||||||||||
| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Meredith Holdings Corp [ NONE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 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)
| |||||||||||||||||||||||||
| 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 ($1 par value) | 12/01/2021 | D | 10,736(1) | D | (2) | 0 | D | |||
| Common Stock ($1 par value) | 12/01/2021 | D | 800(1) | D | (2) | 0 | I | By family trust | ||
| 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 | ||||||||
| 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(3) | 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 | 1,399(4) | (7) | (7) | Common Stock ($1 par value) | 1,399(6) | (4) | 1,399 | D | ||||
| Stock Equivalent Units | (6) | 12/01/2021 | D | 1,399 | (7) | (7) | Common Stock ($1 par value) | 1,399 | (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 Beth J. Kaplan | 12/03/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||