Hawkeye Acquisition (MDP) Form 4 MEREDITH / Thomas H Harty 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^*

Harty Thomas H

(Last) (First) (Middle)

1716 LOCUST STREET

(Street)

DES MOINES IA 50309

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MEREDITH CORP [ MDP ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President-National Media Group

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2016

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
Common Stock ($1 par value)(1)	05/02/2016		M		5,000	A	$44.72	5,000	D
Common Stock ($1 par value)(1)	05/02/2016		F		4,687	D	$0	313	D
Common Stock ($1 par value)(1)	05/02/2016		A		313	D	$51.22	0	D
Common Stock ($1 par value)(2)(3)	05/02/2016		A		20,000	D	$51.2646	7,691	D
Common Stock ($1 par value)(4)	05/02/2016		A		2,638.2002	D	$0	0	I	401(k)
Common Stock ($1 par value)(5)								2,359.581	I	by Managed Account
Common Stock (Restricted) ($1 par value)(6)								19,837	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
Non-Qualified Stock Option (right to buy)(7)	$44.72	05/02/2016		M			5,000	08/08/1988	08/08/1988	Common Stock ($1 par value)	5,000	$51.22	194,000	D
Restricted Stock Units(8)	$0.0							08/08/1988	08/08/1988	Common Stock ($1 par value)	21,687		21,687	D

Explanation of Responses:

1. Shares held by the reporting person in a registered account.

2. Shares held by the reporting person in street name.

3. The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $51.06 to $51.59, inclusive. The reporting person undertakes to provide Meredith, any securityholder of Meredith Corporation, or the Staff of the Securities and Exchange Commission, upon request, separate prices within the range set forth in footnote (2) to this Form 4.

4. Shares held in the reporting person's Meredith Corporation Savings and Investment Plan (401(K)). Quarterly dividends are paid in the form of additional Common Stock, $1 par value.

5. Shares held in the reporting person's Meredith Corporation Employee Stock Purchase Plan account. Quarterly dividends on these shares are paid in the form of additional Common Stock, $1 par value.

6. Shares were awarded pursuant to the Meredith Corporation Stock Incentive Plans. The shares are subject to forfeiture and are nontransferable until vested, either on the third or the fifth anniversary of the grant date, as specified in each award agreement.

7. Nonqualified stock options granted pursuant to the Meredith Corporation Stock Incentive Plan. Each becomes exercisable in its entirety on the third anniversary of the grant date, expires on the 10th anniversary of the grant date, and has an exercise price as specified in the award agreement.

8. Restricted Stock Units granted pursuant to Meredith Corporation's 2014 Stock Incentive Plan which will be converted to Common Stock ($1 par value) on a one-for-one basis upon the completion of a three-year period of service.

Remarks:

	By: Tonya Cochran, by Power of Attorney For: Thomas H. Harty	05/04/2016
	** 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).
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