This Amendment No. 4 to Schedule 13D (the “Amendment”) relates to Class A Common Stock (“Common Stock”) of Mediaco Holding Inc., an Indiana corporation (the “Issuer” or the “Company”). This Amendment is being filed to amend the Schedule 13D that was originally filed on January 28, 2020, as amended on February 5, 2020, March 30, 2020 and April 24, 2020 (as amended, the “Schedule 13D”). Unless otherwise indicated in this Amendment, all capitalized terms have the meanings indicated to them in the Schedule 13D.
This Amendment is being filed to amend Items 4 and 5 of the Schedule 13D.
Item 4: Purpose of Transaction
Item 4 is hereby amended and restated in its entirety as follows:
The Reporting Persons acquired the securities of the Company reported herein for investment purposes on behalf of the above-referenced private investment vehicles. The Reporting Persons intend to evaluate on an ongoing basis this investment in the Company and options with respect to such investment.
The Reporting Persons may acquire additional shares of Class A Common Stock and/or other securities of the Company from time to time or may dispose of any or all of such shares or other securities held or beneficially owned by them at any time. From time to time, the Reporting Persons may elect to establish or terminate a transaction plan in accordance with Rule 10b5-1. No such plan is currently in place.
From time to time, the Reporting Persons may engage in discussions with the Company’s Board of Directors and/or members of the Company’s management team concerning, without limitation, potential business combinations and strategic alternatives, the business, operations, capital structure, governance, management, strategy of the Company and other matters concerning the Company.
The Reporting Persons reserve the right to change their purpose and to formulate and implement plans or proposals with respect to the Company at any time and from time to time. Any such action may be made by the Reporting Persons alone or in conjunction with other shareholders, potential acquirers, financing sources and/or other third parties and could include one or more purposes, plans or proposals that relate to or would result in actions required to be reported herein in accordance with Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
Items 5 is hereby supplemented as set forth below.
(a) and (b) See Items 7-13 of the cover pages and Item 2 above.
(c) The Reporting Persons did not effect any transactions in shares of the Issuer’s Class A Common Stock during the sixty day period prior to the filing of this Schedule 13D that have not been previously reported, except as follows:
| Transaction | Date | No. Shares | Purchase Price Per Share |
| Open Market Purchase* | 4/27/2020 | 3,163 | $4.0949 |
| Open Market Purchase* | 4/28/2020 | 300 | $3.7275 |
| Open Market Purchase* | 4/30/2020 | 300 | $3.6664 |
| Open Market Purchase* | 5/1/2020 | 100 | $3.7500 |
| Open Market Purchase* | 5/4/2020 | 400 | $3.4875 |
| Open Market Purchase* | 5/5/2020 | 300 | $3.4514 |
| Open Market Purchase* | 5/8/2020 | 1,175 | $3.6493 |
| Open Market Purchase* | 5/11/2020 | 25,986 | $5.5272 |
| Open Market Purchase* | 5/12/2020 | 8,210 | $5.9327 |
| Open Market Purchase* | 5/13/2020 | 9,060 | $5.4010 |
| Open Market Purchase* | 5/14/2020 | 5,800 | $5.2167 |
| Open Market Purchase* | 5/15/2020 | 600 | $4.9470 |
| Open Market Purchase* | 5/18/2020 | 700 | $5.3188 |
| Open Market Purchase* | 5/19/2020 | 400 | $5.1769 |
| Open Market Purchase* | 5/20/2020 | 1,456 | $5.3755 |
| Open Market Purchase* | 5/21/2020 | 4,020 | $5.4397 |
* Shares purchased pursuant to a plan adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.
As previously disclosed, the Reporting Persons beneficially own 220,000 shares of Series A Convertible Preferred Stock of the Company (“Series A Preferred Stock”), each share of which will be convertible, as of May 25, 2020, into such number of shares of Class A Common Stock as is determined by dividing: (i) the purchase price of the Series A Preferred Stock plus any accrued dividends by (ii) the average volume-weighted average prices of the Class A Common Stock for the last 30 trading days prior to the date of determination, determined as of the fifth business day after the date on which notice of conversion is given. Shares of Class A Common Stock issuable upon conversion of the Series A Preferred were first deemed beneficially owned by the Reporting Person for purposes of this Schedule 13D on March 26, 2020. As of May 21, 2020, the shares of Series A Preferred beneficially owned by the Reporting Persons would have been convertible into 4,302,586 shares of Class A Common Stock under the formula described above.
In addition, as previously disclosed, the Reporting Persons hold an unsecured convertible promissory note payable by the Company, with a principal amount of $20,000,000 (the “Second Amended and Restated Promissory Note”). The Second Amended and Restated Promissory Note contains a limitation on conversion of the outstanding principal and any accrued but unpaid interest thereunder into shares of Class A Common Stock, such that the maximum number of shares of Class A Stock to be issued in connection with the conversion of the Second Amended and Restated Promissory Note shall not, without the prior approval of the shareholders of the Company, (i) exceed a number of shares equal to 19.9% of the outstanding shares of common stock of the Company immediately prior to February 28, 2020, (ii) exceed a number of shares that would evidence voting power greater than 19.9% of the combined voting power of the outstanding voting securities of the Company immediately prior to February 28, 2020, or (iii) otherwise exceed such number of shares of capital stock of the Company that would violate applicable listing rules of the Nasdaq Stock Market (“Nasdaq”), in each of subsections (i) through (iii), only to the extent required by applicable Nasdaq rules and guidance (the “Share Cap”). In the event the number of shares of Class A Stock to be issued upon conversion of the Second Amended and Restated Promissory Note exceeds the Share Cap, then the portions of the Second Amended and Restated Promissory Note that would result in the issuance of any excess shares shall cease being convertible, and the Company shall instead either (x) repay such portions of the Second Amended and Restated Promissory Note in cash or (y) obtain shareholder approval of the issuance of shares of Class A Stock in excess of the Share Cap prior to the issuance thereof. Shares of Class A Common Stock issuable upon conversion of the Second Amended and Restated Promissory Note were first deemed beneficially owned by the Reporting Person for purposes of this Schedule 13D on March 26, 2020. As of May 21, 2020, the amount of principal and accrued interest under the Second Amended and Restated Promissory Note was approximately $11.6 million and, as of such date, the Second Amended and Restated Promissory Note would have been convertible into 2,187,520 shares of Class A Common Stock under the formula described above (without taking in account the 19.9% limitation).
The percentages reported herein are based on a statement in the Company’s Quarterly Report for the quarter ended March 31, 2020, as filed with the Securities and Exchange Commission on May 15, 2020, that, as of May 11, 2020, there were 1,683,263 shares of the Issuer’s Common Stock outstanding.
(d) Not applicable.
(e) Not applicable.
