SEC Form SC 13G/A filed by Meredith Corporation (Amendment)

Rule 13d-1(b)

☒

Rule 13d-1(c)

Rule 13d-1(d)

CUSIP No. 589433101

SCHEDULE 13G

Page 2 of 7 Pages

1

NAMES OF REPORTING PERSONS

Select Equity Group, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.8%*

12

TYPE OF REPORTING PERSON

IA

CUSIP No. 589433101

SCHEDULE 13G

Page 4 of 7 Pages

1

NAMES OF REPORTING PERSONS

George S. Loening

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.8%*

12

TYPE OF REPORTING PERSON

IN

Item 1(a)

Meredith Corp.

 

Item 1(b)

1716 Locust Street

Des Moines, IA 50309

 

Items 2(a)

This Schedule 13G is being filed jointly by Select Equity Group, L.P., a Delaware limited partnership (“Select LP”) and George S. Loening (“Loening”), who is the majority owner of Select LP and managing member of its general partner. Select LP and Loening are sometimes jointly referred to herein as the “Select Reporting Persons.”

Item 2(b)

The business address of each of the Select Reporting Persons is:

380 Lafayette Street, 6th Floor

New York, New York 10003

 

Item 2(c)

George S. Loening is a United States citizen.

 

Item 2(d)

Common Stock

 

Item 2(e)

589433101

 

Item 3

(a)

☐ Broker or dealer registered under Section 15 of the Act;

(b)

☐ Bank as defined in Section 3(a)(6) of the Act;

(c)

☐ Insurance company as defined in Section 3(a)(19) of the Act;

(d)

☐ Investment company registered under Section 8 of the Investment Company Act of 1940;

(e)

☐ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

☐ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

☐ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

(j)

☐ A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k)

☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4

Ownership:

The information required by Items 4(a)-(c), as of the close of business on the date hereof, is set forth in Rows 5-11 of the cover page hereto for each Select Reporting Person and is incorporated herein by reference for each such Select Reporting Person.

 

Item 5

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof a reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

N/A

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

N/A

 

Item 8

Identification and Classification of Members of the Group:

N/A

 

Item 9

Notice of Dissolution of Group:

N/A

 

Item 10

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SELECT EQUITY GROUP, L.P.

By: Select Equity GP, LLC, its General Partner

 

 

By: /s/ George S. Loening                 

Name: George S. Loening

Title: Managing Member

 

 

/s/ George S. Loening                   

George S. Loening, an individual

Dated: September 8, 2021