Meredith Form 4 / MEREDITH D MELL FRAZIER 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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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^*

FRAZIER MEREDITH D MELL

(Last)

(First)

(Middle)

1716 LOCUST STREET

(Street)

DES MOINES

50309

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Meredith Holdings Corp [ NONE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock ($1 par value)	12/01/2021		D		24,651⁽¹⁾	D	⁽³⁾	0	D
Common Stock ($1 par value)	12/01/2021		D		2,010⁽¹⁾	D	⁽³⁾	0	I	401(k)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock ($1 par value)	⁽³⁾	12/01/2021		D			2,157,657⁽¹⁾	⁽³⁾	⁽³⁾	Comm on Stock	2,157,657	⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)	$37.29⁽⁴⁾	12/01/2021		A⁽²⁾		4,393		⁽⁵⁾	11/06/2023	Comm on Stock	4,393	⁽²⁾	4,393	D
Non-Qualified Stock Option (right to buy)	$37.29⁽⁴⁾	12/01/2021		D			4,393	⁽⁵⁾	11/06/2023	Comm on Stock	4,393	⁽⁴⁾	0	D
Non-Qualified Stock Option (right to buy)	$36.51⁽⁴⁾	12/01/2021		A⁽²⁾		5,252		⁽⁵⁾	11/12/2024	Comm on Stock	5,252	⁽²⁾	5,252	D
Non-Qualified Stock Option (right to buy)	$36.51⁽⁴⁾	12/01/2021		D			5,252	⁽⁵⁾	11/12/2024	Comm on Stock	5,252	⁽⁴⁾	0	D
Non-Qualified Stock Option (right to buy)	$33.51⁽⁴⁾	12/01/2021		A⁽²⁾		5,268		⁽⁵⁾	11/11/2025	Comm on Stock	5,268	⁽²⁾	5,268	D
Non-Qualified Stock Option (right to buy)	$33.51⁽⁴⁾	12/01/2021		D			5,268	⁽⁵⁾	11/11/2025	Comm on Stock	5,268	⁽⁴⁾	0	D
Non-Qualified Stock Option (right to buy)	$33.96⁽⁴⁾	12/01/2021		A⁽²⁾		5,554		⁽⁵⁾	11/09/2026	Comm on Stock	5,554	⁽²⁾	5,554	D
Non-Qualified Stock Option (right to buy)	$33.96⁽⁴⁾	12/01/2021		D			5,554	⁽⁵⁾	11/09/2026	Comm on Stock	5,554	⁽⁴⁾	0	D
Non-Qualified Stock Option (right to buy)	$37.06⁽⁴⁾	12/01/2021		A⁽²⁾		5,704		⁽⁵⁾	11/08/2027	Comm on Stock	5,704	⁽²⁾	5,704	D
Non-Qualified Stock Option (right to buy)	$37.06⁽⁴⁾	12/01/2021		D			5,704	⁽⁵⁾	11/08/2027	Comm on Stock	5,704	⁽⁴⁾	0	D
Non-Qualified Stock Option	$41.83⁽⁴⁾	12/01/2021		A⁽²⁾		5,999		⁽⁵⁾	11/14/2028	Comm on Stock	5,999	⁽²⁾	5,999	D
Non-Qualified Stock Option (right to buy)	$41.83⁽⁴⁾	12/01/2021		D			5,999	⁽⁵⁾	11/14/2028	Comm on Stock	5,999	⁽⁴⁾	0	D
Non-Qualified Stock Option (right to buy)	$25.22⁽⁴⁾	12/01/2021		A⁽²⁾		6,232		⁽⁵⁾	11/13/2029	Comm on Stock	6,232	⁽²⁾	6,232	D
Non-Qualified Stock Option (right to buy)	$25.22⁽⁴⁾	12/01/2021		D			6,232	⁽⁵⁾	11/13/2029	Comm on Stock	6,232	⁽⁴⁾	0	D
Non-Qualified Stock Option (right to buy)	$11.33⁽⁴⁾	12/01/2021		A⁽²⁾		7,352		⁽⁵⁾	11/11/2030	Comm on Stock	7,352	⁽²⁾	7,352	D
Non-Qualified Stock Option (right to buy)	$11.33⁽⁴⁾	12/01/2021		D			7,352	⁽⁵⁾	11/11/2030	Comm on Stock	7,352	⁽⁴⁾	0	D

Explanation of Responses:

1. The Reporting Person received these shares in the previously announced spin-off of Meredith Corporation's digital and magazine segments and corporate operations (the "Spin-Off"), described in the issuer's Registration Statement on Form 10 filed with the Securities and Exchange Commission on November 9, 2021 (the "Form 10"). The Spin-Off involved the pro rata distribution of shares of the issuer by Meredith Corporation to its shareholders on a one-for-one basis and the Spin-Off was consummated on December 1, 2021. The Reporting Person's receipt of such shares in the Spin-Off was exempt from reporting pursuant to Rule 16a-9.

2. In connection with the Spin-Off and as described in the Form 10, the Reporting Person received this award in partial consideration for the cancellation of an equity award of Meredith Corporation previously held by the Reporting Person.

3. In connection with the closing of the previously announced acquisition of the issuer by IAC/InterActiveCorp (the "Merger") and as described in the Current Report on Form 8-K filed by Meredith Corporation, which was previously the issuer's parent company, on October 6, 2021 (the "8-K"), each share of Common Stock and Class B Common Stock was exchanged for $42.18 in cash per share.

4. In connection with the Merger and as described in the 8-K, this option was canceled in exchange for a cash amount equal to the excess, if any, of $42.18 per share less the exercise price.

5. Pursuant to their original terms, the options were convertible to Common Stock on a one-for-one basis one-third per year over a three-year period beginning on the first anniversary of the grant date until completed on the third anniversary of the grant.

	/s/ D Mell Meredith Frazier	12/03/2021
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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Meredith Form 4Meredith / MEREDITH D MELL FRAZIER ownership change