SEC Form 4: Tallett Elizabeth E returned 28,915 shares to the company and exercised 4,697 shares at a strike of $41.83, increasing direct ownership by 8% to 31,290 units
$MDP
Newspapers/Magazines
Consumer Services
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Hawkeye Acquisition, Inc. [ MDP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/01/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | 12/01/2021 | D | 28,915 | D | (1) | 0 | D | |||
| Common Stock ($1 par value) | 12/01/2021 | M | 4,697 | A | $41.83 | 31,290 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $23.03(2) | 12/01/2021 | D | 8,100 | (3) | 11/07/2022 | Common Stock ($1 par value) | 8,100 | (2) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $37.29(2) | 12/01/2021 | D | 4,064 | (3) | 11/06/2023 | Common Stock ($1 par value) | 4,064 | (2) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $36.51(2) | 12/01/2021 | D | 3,912 | (3) | 11/12/2024 | Common Stock ($1 par value) | 3,912 | (2) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $33.51(2) | 12/01/2021 | D | 4,389 | (3) | 11/11/2025 | Common Stock ($1 par value) | 4,389 | (2) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $33.96(2) | 12/01/2021 | D | 5,685 | (3) | 11/09/2026 | Common Stock ($1 par value) | 5,685 | (2) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $37.06(2) | 12/01/2021 | D | 5,936 | (3) | 11/08/2027 | Common Stock ($1 par value) | 5,936 | (2) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $41.83(2) | 12/01/2021 | D | 4,697 | (4) | 11/14/2028 | Common Stock ($1 par value) | 4,697 | (1) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $25.22(2) | 12/01/2021 | D | 8,161 | (3) | 11/13/2029 | Common Stock ($1 par value) | 8,161 | (2) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $11.33(2) | 12/01/2021 | D | 11,692 | (3) | 11/11/2030 | Common Stock ($1 par value) | 11,692 | (2) | 0 | D | ||||
| Stock equivalent units | (5) | 12/01/2021 | D | 25,282 | (6) | (6) | Common Stock ($1 par value) | 25,282 | (5) | 0 | D | ||||
| Explanation of Responses: |
| 1. In connection with the closing of the previously announced acquisition by Gray Television, Inc. ("Gray") of the issuer's local media group business immediately following and subject to the spin-off of the issuer's digital and magazine segments and corporate operations (collectively, the "Transactions") and as described in the issuer's definitive proxy statement filed with the Securities and Exchange Commission on November 8, 2021 (the "Proxy Statement"), each share of Common Stock was exchanged for (i) $16.99 in cash per share and (ii) shares of Common Stock of Meredith Holdings Corporation on a one-for-one basis. |
| 2. In connection with the Transactions and as described in the Proxy Statement, the exercise price of this option was adjusted, which adjusted exercise price is reported in column 2 above, and this option was canceled in exchange for (i) a cash amount equal to the excess, if any, of $16.99 per share less the adjusted exercise price and (ii) a stock option of Meredith Holdings Corporation with respect to an equal number of shares subject to this option. |
| 3. 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. |
| 4. Nonqualified stock options awarded pursuant to the Meredith Corporation 2014 Stock Incentive Plan, which become exercisable one-third per year over a three-year period beginning on the first anniversary of the grant date and expire on the tenth anniversary of the grant date. |
| 5. In connection with the Transactions and as described in the Proxy Statement, these awards were canceled in exchange for (i) $16.99 in cash per share and (ii) stock equivalent units of Meredith Holdings Corporation with respect to an equal number of shares subject to these awards. |
| 6. Pursuant to their original terms, the Stock Equivalent Units were convertible to Common Stock on a one-for-one basis upon the reporting person's resignation, retirement or other termination of service on the issuer's Board of Directors. |
| Remarks: |
| /s/ Andrew Kane, by Power of Attorney for Elizabeth E. Tallett | 12/03/2021 | |
| ** 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). | ||
| ** 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. | ||