Heartland Media Acquisition (HMA) Form 4 Heartland Media Acquisition / ROBERT S PRATHER JR ownership change

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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X

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^*

PRATHER ROBERT S JR

(Last) (First) (Middle)

C/O HEARTLAND MEDIA ACQUISITION CORP.

3282 NORTHSIDE PKWY, SUITE 275

(Street)

ATLANTA GA 30327

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Heartland Media Acquisition Corp. [ HMA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/02/2023

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

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
Class B common stock, $0.0001 par value per share	(2)	08/02/2023		J(1)			4,811,732	(2)	(2)	Class A common stock, $0.0001 par value per share	4,811,732	(4)	0	I	See footnote(3)

Explanation of Responses:

1. Because the Issuer had not completed a business combination by July 25, 2023, as required by its Amended and Restated Certificate of Incorporation, the Issuer is redeeming all issued and outstanding shares of Class A common stock, $0.0001 par value per share (the "Class A Shares"), at a per share redemption price of $10.56 (the "Liquidation"). On August 3, 2023, the New York Stock Exchange filed a Form 25 with the U.S. Securities and Exchange Commission ("SEC") to delist the Issuer's securities. The Class A Shares ceased trading as of the close of business on July 25, 2023. The Issuer is expected to file a Form 15 with the SEC to terminate the registration of the securities under the Securities Exchange Act of 1934, as amended. Upon the effectiveness of the Form 15, the reporting person will cease to have a reporting obligation with respect to the Issuer's securities.

2. The Class B common stock, $0.0001 par value per share (the "Class B Shares") are convertible for shares of the Issuer's Class A common stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-261374) (as amended, the "Registration Statement") and have no expiration date.

3. The shares are held directly by Heartland Sponsor LLC (the "Sponsor"). The managing member of the Sponsor is Robert S. Prather, Jr. Mr. Prather has sole voting and dispositive power over the shares held by the Sponsor and disclaims beneficial ownership over any securities owned by the Sponsor in which he does not have any pecuniary interest.

4. Reflects the cancellation by the Issuer of 4,811,732 Class B Shares pursuant to the Liquidation.

	/s/ Robert S. Prather Jr.	08/03/2023
	** Signature of Reporting Person	Date
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