UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
Mediaco Holding Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
58450D104
(CUSIP Number)
(CUSIP Number)
Joseph Mause
Standard General L.P.
767 Fifth Avenue, 12th Floor
New York, NY 10153
New York, NY 10153
Tel. No.: 212-257-4701
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Receive Notices and Communications)
March 18, 2022
(Date of Event which Requires Filing of this Statement)
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule
because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1
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Names of Reporting Persons.
Standard General L.P.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
AF
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
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6
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
16,816,320 (See Item 5)
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
16,816,320 (See Item 5)
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
16,816,320 (See Item 5)
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount in Row (11)
87.8%
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14
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Type of Reporting Person (See Instructions)
IA
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1
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Names of Reporting Persons.
Soohyung Kim
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
AF
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
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6
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Citizenship or Place of Organization.
United States
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
16,816,320 (See Item 5)
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
16,816,320 (See Item 5)
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
16,816,320 (See Item 5)
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount in Row (11)
87.8%
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14
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Type of Reporting Person (See Instructions)
IN, HC
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AMENDMENT NO. 11 TO SCHEDULE 13D
This Amendment No. 11 to Schedule 13D (the “Amendment”) relates to Class A Common Stock (“Class A Common Stock”) of Mediaco Holding Inc., an Indiana corporation (the “Issuer” or the “Company”). This Amendment is being filed to amend the
Schedule 13D that was originally filed on January 28, 2020, as amended on February 5, 2020, March 30, 2020, April 24, 2020, May 22, 2020, September 2, 2020, September 23, 2020, May 21, 2021, November 29, 2021, December 21, 2021 and January 10,
2022 (as amended, the “Schedule 13D”). Unless otherwise indicated in this Amendment, all capitalized terms have the meanings indicated to them in the Schedule 13D.
This Amendment is being filed to amend Items 4, 5, 6 and 7 of the Schedule 13D.
Item 4. Purpose of Transaction
Item 4 is hereby supplemented as set forth below:
On March 18, 2022, SG Broadcasting LLC, a company wholly owned by funds managed by Standard General, and the Company entered into an amendment (the “Amendment”) to
the previously disclosed Unsecured Convertible Promissory Note having a principal amount of up to $7,000,000 (the “2021 Note”) to extend the Company’s ability to draw the remaining $3.0 million on the 2021 Note from June 30, 2022 to June 30,
2023.
The foregoing description of the terms and conditions of the Amendment does not purport to be complete
and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
Items 5 is hereby supplemented as set forth below.
(a) and (b) See Items 7-13 of the cover pages and Item 2 above.
(c) The Reporting Persons did not effect any transactions in shares of the Issuer’s Class A Common Stock during the sixty day period prior to the filing of this Schedule 13D that have not been previously reported, except as follows:
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Security
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Transaction
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Date
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No. Shares
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Sale Price Per Share
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Class A Common Stock
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Open Market Purchase*
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1/24/2022
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10,479
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$5.2317
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Class A Common Stock
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Open Market Purchase*
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1/25/2022
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5,831
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$5.3192
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Class A Common Stock
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Open Market Purchase*
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1/26/2022
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4,210
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$5.2658
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Class A Common Stock
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Open Market Purchase*
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1/27/2022
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16,496
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$5.0722
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Class A Common Stock
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Open Market Purchase*
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1/28/2022
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1,700
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$4.9788
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Class A Common Stock
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Open Market Purchase*
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1/31/2022
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1,600
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$5.1147
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Class A Common Stock
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Open Market Purchase*
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2/1/2022
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4,400
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$5.6431
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Class A Common Stock
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Open Market Purchase*
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2/2/2022
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2,100
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$5.6671
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Class A Common Stock
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Open Market Purchase*
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2/3/2022
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885
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$5.4659
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Class A Common Stock
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Open Market Purchase*
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2/4/2022
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7,991
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$5.0701
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Class A Common Stock
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Open Market Purchase*
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2/7/2022
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4,900
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$5.2920
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Class A Common Stock
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Open Market Purchase*
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2/8/2022
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2,100
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$5.5156
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Class A Common Stock
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Open Market Purchase*
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2/9/2022
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2,500
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$5.6362
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Class A Common Stock
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Open Market Purchase*
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2/10/2022
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2,900
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$5.6264
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Class A Common Stock
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Open Market Purchase*
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2/11/2022
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1,600
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$5.6269
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Class A Common Stock
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Open Market Purchase*
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2/14/2022
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2,700
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$5.6643
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Class A Common Stock
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Open Market Purchase*
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2/15/2022
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2,100
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$6.0714
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Class A Common Stock
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Open Market Purchase*
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2/16/2022
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1,400
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$6.3129
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Class A Common Stock
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Open Market Purchase*
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2/17/2022
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700
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$6.4670
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Class A Common Stock
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Open Market Purchase*
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2/18/2022
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1,702
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$6.4506
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Class A Common Stock
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Open Market Purchase*
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2/22/2022
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800
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$6.1575
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Class A Common Stock
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Open Market Purchase*
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2/23/2022
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1,600
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$5.8620
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Class A Common Stock
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Open Market Purchase*
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2/24/2022
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4,700
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$5.6370
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Class A Common Stock
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Open Market Purchase*
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2/25/2022
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10,500
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$5.0570
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Class A Common Stock
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Open Market Purchase*
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2/28/2022
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4,047
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$5.5848
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* Shares purchased pursuant to a plan adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.
As previously disclosed, the Reporting Persons beneficially own 220,000 shares of Series A Convertible Preferred Stock of the Company (“Series A Preferred Stock”), each share of which is convertible into such number of shares of Class A Common
Stock as is determined by dividing: (i) the purchase price of the Series A Preferred Stock plus any accrued dividends by (ii) the average volume-weighted average prices of the Class A Common Stock for the last 30 days prior to the date of
determination (the “30-Day VWAP”), determined as of the fifth business day after the date on which notice of conversion is given. As of March 23, 2022, the shares of Series A Preferred beneficially owned by the Reporting Persons would have been
convertible into 5,315,899 shares of Class A Common Stock under the formula described above.
As previously disclosed, the Reporting Persons also hold two secured convertible promissory notes of the Company (the “Second Amended and Restated Promissory Note” and the “2021 Note”). All or a portion of the outstanding principal and any
accrued interest under each such note is convertible, at the option of the Reporting Persons, into shares of Class A common Stock at a conversion price equal to the 30-Day VWAP, determined as of the fifth business days after the date on which
the notice of conversion is given; provided, in the case of the 2021 Note, that the conversion price shall not be less than $0.50 per share. As of March 23, 2022, the amounts of principal and accrued interest under the Second Amended and
Restated Promissory Note and the 2021 Note were approximately $24.4 million and $4.4 million, respectively. As of such date, the Second Amended and Restated Promissory Note and the 2021 Note were convertible into 4,681,133 and 836,172 shares
of Class A Common Stock, respectively.
The percentages reported herein are based on a statement in the Company’s Annual Report for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on March 24, 2022, that, as of March 16, 2022, there were
2,914,606 shares of the Issuer’s Common Stock outstanding.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
The information set forth in Item 4 is incorporated herein by reference.
Item 7. Materials to Be Filed as Exhibits
| Exhibit 99.1 |
Amendment to 2021 Note, incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-K, filed by the Company with the Securities and Exchange Commission on March
24, 2022.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
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Date:
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March 24, 2022
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STANDARD GENERAL L.P.
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By: /s/ Joseph Mause
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Name: Joseph Mause
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Title: Chief Financial Officer
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SOOHYUNG KIM
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/s/ Soohyung Kim
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Soohyung Kim
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