MediaCo Holding (MDIA) Form 3 Mediaco Holding / Scott Kapnick 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^*

HPS Group GP, LLC

(Last) (First) (Middle)

40 WEST 57TH STREET, 33RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/17/2024

3. Issuer Name and Ticker or Trading Symbol
Mediaco Holding Inc. [ MDIA ]

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

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

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)

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
Class A Common Stock Purchase Warrant	(1)	(2)	Class A Common Stock	28,206,152	(3)	I	See Footnote(4)
Option	(5)	(5)	Class A Common Stock	7,051,538	(5)	I	See Footnote(4)

1. Name and Address of Reporting Person^*

HPS Group GP, LLC

(Last) (First) (Middle)

40 WEST 57TH STREET, 33RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kapnick Scott

(Last) (First) (Middle)

40 WEST 57TH STREET, 33RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SLF LBI Aggregator, LLC

(Last) (First) (Middle)

40 WEST 57TH STREET, 33RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. On April 17, 2024, the Issuer issued a Class A Common Stock Purchase Warrant (the "Warrant") to SLF LBI Aggregator, LLC ("Aggregator"), which provides for the purchase of up to 28,206,152 shares of Class A common stock, par value $0.01 per share ("Class A Common Stock"), of the Issuer (the "Warrant Shares"), subject to customary adjustments as set forth in the Warrant. Until the issuance of the Warrant Shares has been approved by the Issuer's stockholders (the "Stockholder Approval"), the Warrant is only exercisable for 9,300,650 shares of Class A Common Stock. The Warrant will become exercisable for the remaining 18,905,502 shares of Class A Common Stock following the Stockholder Approval.

2. The Warrant may be exercised until the last day of the six month period following the date on which the Stockholder Approval has been obtained (provided that if such day is not a business day, then the next succeeding day that is a business day).

3. The exercise price per Warrant Share is $0.00001.

4. The Warrant is held by Aggregator and the Option is held by Aggregator's subsidiary, Estrella Broadcasting, Inc. ("Estrella"). HPS Group GP, LLC ("HPS Group") is the non-member manager of Aggregator. Scott Kapnick is the sole member of HPS Group. Each of Scott Kapnick, HPS Group and Aggregator disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein, if any.

5. On April 17, 2024, the Issuer and certain subsidiaries entered into an option agreement with certain subsidiaries of Aggregator, pursuant to which, Estrella has the right to put the equity of certain subsidiaries of Aggregator to a subsidiary of the Issuer in exchange for 7,051,538 shares of Class A Common Stock from and after October 17, 2024 until April 17, 2031 (the "Option Period"). The Option Period will be automatically extended for seven years, unless the parties mutually agree otherwise in writing at least 90 days prior to the expiration of the initial Option Period.

	HPS Group GP, LLC; By: /s/ Scott Kapnick, its sole member	04/24/2024
	/s/ Scott Kapnick	04/24/2024
	SLF LBI Aggregator, LLC; By: HPS Group GP, LLC, its non-member manager; By: /s/ Scott Kapnick, its sole member	04/24/2024
	** Signature of Reporting Person	Date
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