FRAZIER MEREDITH D MELL 4/A

Accession 0001104659-21-147332

CIK 0001880863other

View on SEC.gov Company Profile

Filed

Dec 6, 7:00 PM ET

Accepted

Dec 7, 8:41 PM ET

Size

45.4 KB

Accession

0001104659-21-147332

Insider Transaction Report

Form 4/AAmended

Period: 2021-12-01

Meredith Holdings CorpNONE

FRAZIER MEREDITH D MELL

Director

Transactions

Disposition to Issuer
Common Stock ($1 par value)
2021-12-01−2,010→ 0 total(indirect: By 401(k))
Disposition to Issuer
Class B Common Stock ($1 par value)
2021-12-01−2,157,657→ 0 total
→ Comm on Stock (2,157,657 underlying)
Award
Non-Qualified Stock Option (right to buy)
2021-12-01+3,912→ 3,912 total
Exercise: $36.51Exp: 2024-11-12→ Comm on Stock (3,912 underlying)
Award
Non-Qualified Stock Option (right to buy)
2021-12-01+5,685→ 5,685 total
Exercise: $33.96Exp: 2026-11-09→ Comm on Stock (5,685 underlying)
Award
Non-Qualified Stock Option (right to buy)
2021-12-01+5,936→ 5,936 total
Exercise: $37.06Exp: 2027-11-08→ Comm on Stock (5,936 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2021-12-01−5,936→ 0 total
Exercise: $37.06Exp: 2027-11-08→ Comm on Stock (5,936 underlying)
Disposition to Issuer
Common Stock ($1 par value)
2021-12-01−24,651→ 0 total
Award
Non-Qualified Stock Option
2021-12-01+4,697→ 4,697 total
Exercise: $41.83Exp: 2028-11-14→ Comm on Stock (4,697 underlying)
Award
Non-Qualified Stock Option (right to buy)
2021-12-01+8,161→ 8,161 total
Exercise: $25.22Exp: 2029-11-13→ Comm on Stock (8,161 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2021-12-01−8,161→ 0 total
Exercise: $25.22Exp: 2029-11-13→ Comm on Stock (8,161 underlying)
Award
Non-Qualified Stock Option (right to buy)
2021-12-01+11,692→ 11,692 total
Exercise: $11.33Exp: 2030-11-11→ Comm on Stock (11,692 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2021-12-01−3,912→ 0 total
Exercise: $36.51Exp: 2024-11-12→ Comm on Stock (3,912 underlying)
Award
Non-Qualified Stock Option (right to buy)
2021-12-01+4,389→ 4,389 total
Exercise: $33.51Exp: 2025-11-11→ Comm on Stock (4,389 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2021-12-01−5,685→ 0 total
Exercise: $33.96Exp: 2026-11-09→ Comm on Stock (5,685 underlying)
Award
Non-Qualified Stock Option (right to buy)
2021-12-01+4,064→ 4,064 total
Exercise: $37.29Exp: 2023-11-06→ Comm on Stock (4,064 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2021-12-01−4,064→ 0 total
Exercise: $37.29Exp: 2023-11-06→ Comm on Stock (4,064 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2021-12-01−4,389→ 0 total
Exercise: $33.51Exp: 2025-11-11→ Comm on Stock (4,389 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2021-12-01−4,697→ 0 total
Exercise: $41.83Exp: 2028-11-14→ Comm on Stock (4,697 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2021-12-01−11,692→ 0 total
Exercise: $11.33Exp: 2030-11-11→ Comm on Stock (11,692 underlying)

Footnotes (5)

[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.

Documents

1 file

4
tm2134842d2_4a.xml
OWNERSHIP DOCUMENT

Issuer

Meredith Holdings Corp

CIK 0001880863

→

Entity typeother

Related Parties

filerCIK 0001218451

Filing Metadata

Form type: 4/A
Filed: Dec 6, 7:00 PM ET
Accepted: Dec 7, 8:41 PM ET
Size: 45.4 KB

View on SEC.gov