Meredith Frazier - Dec 1, 2021 Form 4/A - Amendment Insider Report for Meredith Holdings Corp (NONE)

Role
10%+ Owner
Signature
/s/ D Mell Meredith Frazier
Stock symbol
NONE
Transactions as of
Dec 1, 2021
Transactions value $
$0
Form type
4/A - Amendment
Date filed
12/7/2021, 07:41 PM
Date Of Original Report
Dec 6, 2021
Previous filing
Nov 12, 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NONE Common Stock ($1 par value) Disposed to Issuer -24.7K -100% 0 Dec 1, 2021 Direct F1, F3
transaction NONE Common Stock ($1 par value) Disposed to Issuer -2.01K -100% 0 Dec 1, 2021 401(k) F1, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NONE Class B Common Stock ($1 par value) Disposed to Issuer -2.16M -100% 0 Dec 1, 2021 Comm on Stock 2.16M Direct F1, F3
transaction NONE Non-Qualified Stock Option (right to buy) Award +4.06K 4.06K Dec 1, 2021 Comm on Stock 4.06K $37.29 Direct F2, F4, F5
transaction NONE Non-Qualified Stock Option (right to buy) Disposed to Issuer -4.06K -100% 0 Dec 1, 2021 Comm on Stock 4.06K $37.29 Direct F4, F5
transaction NONE Non-Qualified Stock Option (right to buy) Award +3.91K 3.91K Dec 1, 2021 Comm on Stock 3.91K $36.51 Direct F2, F4, F5
transaction NONE Non-Qualified Stock Option (right to buy) Disposed to Issuer -3.91K -100% 0 Dec 1, 2021 Comm on Stock 3.91K $36.51 Direct F4, F5
transaction NONE Non-Qualified Stock Option (right to buy) Award +4.39K 4.39K Dec 1, 2021 Comm on Stock 4.39K $33.51 Direct F2, F4, F5
transaction NONE Non-Qualified Stock Option (right to buy) Disposed to Issuer -4.39K -100% 0 Dec 1, 2021 Comm on Stock 4.39K $33.51 Direct F4, F5
transaction NONE Non-Qualified Stock Option (right to buy) Award +5.69K 5.69K Dec 1, 2021 Comm on Stock 5.69K $33.96 Direct F2, F4, F5
transaction NONE Non-Qualified Stock Option (right to buy) Disposed to Issuer -5.69K -100% 0 Dec 1, 2021 Comm on Stock 5.69K $33.96 Direct F4, F5
transaction NONE Non-Qualified Stock Option (right to buy) Award +5.94K 5.94K Dec 1, 2021 Comm on Stock 5.94K $37.06 Direct F2, F4, F5
transaction NONE Non-Qualified Stock Option (right to buy) Disposed to Issuer -5.94K -100% 0 Dec 1, 2021 Comm on Stock 5.94K $37.06 Direct F4, F5
transaction NONE Non-Qualified Stock Option Award +4.7K 4.7K Dec 1, 2021 Comm on Stock 4.7K $41.83 Direct F2, F4, F5
transaction NONE Non-Qualified Stock Option (right to buy) Disposed to Issuer -4.7K -100% 0 Dec 1, 2021 Comm on Stock 4.7K $41.83 Direct F4, F5
transaction NONE Non-Qualified Stock Option (right to buy) Award +8.16K 8.16K Dec 1, 2021 Comm on Stock 8.16K $25.22 Direct F2, F4, F5
transaction NONE Non-Qualified Stock Option (right to buy) Disposed to Issuer -8.16K -100% 0 Dec 1, 2021 Comm on Stock 8.16K $25.22 Direct F4, F5
transaction NONE Non-Qualified Stock Option (right to buy) Award +11.7K 11.7K Dec 1, 2021 Comm on Stock 11.7K $11.33 Direct F2, F4, F5
transaction NONE Non-Qualified Stock Option (right to buy) Disposed to Issuer -11.7K -100% 0 Dec 1, 2021 Comm on Stock 11.7K $11.33 Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Meredith Frazier is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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.
F5 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.