Modern Media Acquisition (MMDM) Form 3 Modern Media Acquisition / Media, LLC/GA Modern ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

DICKEY LEWIS W JR

(Last) (First) (Middle)

1180 PEACHTREE STREET, N.E., SUITE 2400

(Street)

ATLANTA GA 30309

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/11/2017

3. Issuer Name and Ticker or Trading Symbol
Modern Media Acquisition Corp. [ MMDM ]

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,075,000(1)	I	See note(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

DICKEY LEWIS W JR

(Last) (First) (Middle)

1180 PEACHTREE STREET, N.E., SUITE 2400

(Street)

ATLANTA GA 30309

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Modern Media, LLC/GA

(Last) (First) (Middle)

1180 PEACHTREE STREET, N.E., SUITE 2400

(Street)

ATLANTA GA 30309

(City) (State) (Zip)

Explanation of Responses:

1. Includes up to 675,000 shares of common stock that are subject to forfeiture depending on the extent to which the underwriters' over-allotment option is exercised, if at all.

2. The Common Stock is held directly by Modern Media Sponsor, LLC (the "Sponsor"). The Sponsor is 50% owned by Modern Media, LLC and, as such, Modern Media, LLC may be deemed to beneficially own the shares held by the Sponsor. Mr. Dickey owns 100% of Modern Media, LLC and, as such, he may be deemed to beneficially own the shares beneficially owned by Modern Media, LLC or owned by the Sponsor. Mr. Dickey disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

Remarks:

President, Chief Executive Officer and Chairman Exhibit 24.1 - Power of Attorney (Lewis W. Dickey, Jr.) Exhibit 24.2 - Power of Attorney (Modern Media, LLC)

	/s/ Lewis W. Dickey, Jr., on his own behalf	05/11/2017
	/s/ Lewis W. Dickey, Jr., on behalf of Modern Media, LLC	05/11/2017
	** 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 5 (b)(v).
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