| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/10/2025 |
3. Issuer Name and Ticker or Trading Symbol
Mediaco Holding Inc. [ MDIA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Option | (1)(2) | (1)(2) | Class A Common Stock | 7,051,538 | (1)(2)(3) | D | |
| Explanation of Responses: |
| 1. On April 17, 2024, the Issuer and certain subsidiaries entered into an option agreement (the "Option Agreement") with certain subsidiaries of SLF LBI Aggregator, LLC ("Aggregator"), including Estrella Media, Inc. ("Estrella Media"), pursuant to which, Estrella Media has the right to put the equity (the "Put Right") of certain subsidiaries of Aggregator to a subsidiary of the Issuer in exchange for the consideration described herein from and after October 17, 2024 until April 17, 2031 (the "Option Period"). Pursuant to the terms of the Option Agreement, on October 17, 2024, the Put Right became exercisable for a warrant to purchase 7,051,538 shares of Class A Common Stock, until the Issuer's stockholders approved the issuance of the shares issuable upon the exercise of the Put Option and related transactions (the "Stockholder Proposal"). (cont'd in FN 2) |
| 2. (cont'd from FN 1) On March 10, 2025, the Issuer announced the results of the special meeting of stockholders held on March 6, 2025, where the Stockholder Proposal was approved by the Issuer's stockholders. Following the approval of the Stockholder Proposal, the Put Right became exercisable for 7,051,538 shares of Class A Common Stock. The Option Period will be automatically extended for seven years, unless the parties mutually agree otherwise in writing at least 90 days prior to the expiration of the initial Option Period. |
| 3. Estrella Media is indirectly wholly-owned by Aggregator. HPS Group GP, LLC ("HPS Group") is the non-member manager of Aggregator. Scott Kapnick is the sole member of HPS Group. On April 24, 2024, each of Aggregator, HPS Group and Scott Kapnick filed an Initial Statement of Beneficial Ownership with respect to, among other things, the Put Right. This Initial Statement of Beneficial Ownership reflects the addition of Estrella Media as a reporting person with respect to the Put Right. |
| Estrella Media, Inc.; By: /s/ Peter Markham, its Chief Executive Officer | 03/19/2025 | |
| ** 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||