MediaCo Holding (MDIA) Form 4 Change in insider ownership

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

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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^*

EMMIS CORP

(Last) (First) (Middle)

40 MONUMENT CIRCLE

SUITE 700

(Street)

INDIANAPOLIS IN 46204

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2023

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

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

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

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
Class A Common Stock(1)	01/03/2023		S		36,760	D	$1.27(2)	520,476	D
Class A Common Stock(1)	01/04/2023		S		31,142	D	$1.43(3)	489,334	D

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

Explanation of Responses:

1. These reported securities were sold by Emmis pursuant to a 10b5-1 plan contemplating regular sales of the shares acquired by note conversions.

2. Represents the weighted average of a range of sale prices from $1.25 to $1.37. The reporting person undertakes to provide to the Staff of the Securities and Exchange Commission, the Company or any stockholder of the Company, upon request, full information regarding the number of shares sold at each separate price.

3. Represents the weighted average of a range of sale prices from $1.36 to $1.57. The reporting person undertakes to provide to the Staff of the Securities and Exchange Commission, the Company or any stockholder of the Company, upon request, full information regarding the number of shares sold at each separate price.

Remarks:

Emmis Corporation has the right to recommend three directors for election to the Issuer's board of directors, and Jeffrey H. Smulyan, Patrick M. Walsh and J. Scott Enright serve as directors of the Issuer pursuant to that right. Emmis therefore is a director by deputization of the Issuer. Mr. Smulyan, Mr. Walsh and Mr. Enright disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

	Emmis Corporation by J. Scott Enright, its Executive Vice President, General Counsel & Secretary.	01/04/2023
	** 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).
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