| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/01/2025 |
3. Issuer Name and Ticker or Trading Symbol
Mediaco Holding Inc. [ MDIA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
| Class A Common Stock, par value $0.01 per share | 7,051,538 | I | See footnote(1) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | (2) | 09/08/2025 | Class A Common Stock | 28,206,152 | (3) | I | See footnote(1) |
| Explanation of Responses: |
| 1. Represents securities held by SLF LBI Aggregator, LLC ("Aggregator"). 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, Aggregator and BlackRock Portfolio Management LLC disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein, if any. |
| 2. On April 17, 2024, the Issuer issued a Class A Common Stock Purchase Warrant (the "Warrant") to Aggregator, which provides for the purchase of up to 28,206,152 shares of its Class A common stock, par value $0.01 per share, subject to customary adjustments as set forth in the Warrant. The Warrant is currently exercisable for the full amount. |
| 3. The exercise price per Warrant Share is $0.00001. |
| Remarks: |
| In accordance with SEC Release No. 34-39538 (January 12, 1998), BlackRock Portfolio Management LLC is reporting Issuer securities beneficially owned, or deemed to be beneficially owned, by certain business units (collectively, the "Reporting Business Units") of BlackRock, Inc. and its subsidiaries and affiliates. This filing does not include Issuer securities, if any, beneficially owned by other business units whose beneficial ownership of securities is disaggregated from that of the Reporting Business Units in accordance with such release. |
| BlackRock Portfolio Management LLC, By: /s/ Joseph Virgilio, Authorized Signatory | 07/03/2025 | |
| ** 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). | ||
| ** 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. | ||
