Frierott Jason M. 4
4 · Meredith Holdings Corp · Filed Dec 3, 2021
Insider Transaction Report
Form 4
Frierott Jason M.
Chief Financial Officer
Transactions
- Disposition to Issuer
Common Stock ($1 par value)
2021-12-01−1,171→ 0 total - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2021-12-01−48,925→ 0 totalExercise: $10.15From: 2023-08-24Exp: 2030-08-24→ Common Stock ($1 par value) (48,925 underlying) - Award
Restricted Stock Units
2021-12-01+88,600→ 88,600 total→ Common Stock ($1 par value) (88,600 underlying) - Award
Non-Qualified Stock Option (right to buy)
2021-12-01+48,925→ 48,925 totalExercise: $10.15From: 2023-08-24Exp: 2030-08-24→ Common Stock ($1 par value) (48,925 underlying) - Disposition to Issuer
Restricted Stock Units
2021-12-01−88,600→ 0 total→ Common Stock ($1 par value) (88,600 underlying)
Footnotes (6)
- [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 closing of the previously announced acquisition of the issuer by Dotdash Media Inc. (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 was exchanged for $42.18 in cash per share.
- [F3]In connection with the Merger and as described in the 8-K, these awards were canceled in exchange for $42.18 in cash per share.
- [F4]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.
- [F5]Pursuant to their original terms, the Restricted Stock Units were convertible to Common Stock on a one-for-one basis upon the completion of a three-year vesting period.
- [F6]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.