Tallett Elizabeth E 4

Accession 0001880863-21-000074

CIK 0001880863other

View on SEC.gov Company Profile

Filed

Dec 2, 7:00 PM ET

Accepted

Dec 3, 3:07 PM ET

Size

205.6 KB

Accession

0001880863-21-000074

Insider Transaction Report

Form 4

Period: 2021-12-01

Meredith Holdings CorpNONE

TALLETT ELIZEBETH E

Director

Transactions

Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2021-12-01−8,100→ 0 total
Exercise: $23.03Exp: 2022-11-07→ Common Stock ($1 par value) (8,100 underlying)
Award
Non-Qualified Stock Option (right to buy)
2021-12-01+8,100→ 8,100 total
Exercise: $23.03Exp: 2022-11-07→ Common Stock ($1 par value) (8,100 underlying)
Award
Non-Qualified Stock Option (right to buy)
2021-12-01+4,064→ 4,064 total
Exercise: $37.29Exp: 2023-11-06→ Common Stock ($1 par value) (4,064 underlying)
Award
Common Stock ($1 par value)
2021-12-01+5,685→ 5,685 total
Exercise: $33.96Exp: 2026-11-09→ Common Stock ($1 par value) (5,685 underlying)
Disposition to Issuer
Common Stock ($1 par value)
2021-12-01−5,685→ 0 total
Exercise: $33.96Exp: 2026-11-09→ Common Stock ($1 par value) (5,685 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2021-12-01−8,161→ 0 total
Exercise: $25.22Exp: 2029-11-13→ Common Stock ($1 par value) (8,161 underlying)
Award
Stock Equivalent Units
2021-12-01+25,282→ 25,282 total
→ Common Stock ($1 par value) (25,282 underlying)
Award
Non-Qualified Stock Option (right to buy)
2021-12-01+11,692→ 11,692 total
Exercise: $11.33Exp: 2030-11-11→ Common Stock ($1 par value) (11,692 underlying)
Disposition to Issuer
Common Stock ($1 par value)
2021-12-01−28,915→ 0 total
Award
Non-Qualified Stock Option (right to buy)
2021-12-01+5,936→ 5,936 total
Exercise: $37.06Exp: 2027-11-08→ Common Stock ($1 par value) (5,936 underlying)
Award
Non-Qualified Stock Option (right to buy)
2021-12-01+4,697→ 4,697 total
Exercise: $41.83Exp: 2028-11-14→ Common Stock ($1 par value) (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→ Common Stock ($1 par value) (8,161 underlying)
Disposition to Issuer
Stock Equivalent Units
2021-12-01−25,282→ 0 total
→ Common Stock ($1 par value) (25,282 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2021-12-01−4,064→ 0 total
Exercise: $37.29Exp: 2023-11-06→ Common Stock ($1 par value) (4,064 underlying)
Award
Non-Qualified Stock Option (right to buy)
2021-12-01+3,912→ 3,912 total
Exercise: $36.51Exp: 2024-11-12→ Common Stock ($1 par value) (3,912 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2021-12-01−3,912→ 0 total
Exercise: $36.51Exp: 2024-11-12→ Common Stock ($1 par value) (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→ Common Stock ($1 par value) (4,389 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2021-12-01−4,389→ 0 total
Exercise: $33.51Exp: 2025-11-11→ Common Stock ($1 par value) (4,389 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2021-12-01−5,936→ 0 total
Exercise: $37.06Exp: 2027-11-08→ Common Stock ($1 par value) (5,936 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2021-12-01−4,697→ 0 total
Exercise: $41.83Exp: 2028-11-14→ Common Stock ($1 par value) (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→ Common Stock ($1 par value) (11,692 underlying)

Footnotes (7)

[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, 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.
[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 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.
[F6]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.
[F7]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.

Documents

3 files

Issuer

Meredith Holdings Corp

CIK 0001880863

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Entity typeother

Related Parties

filerCIK 0001192460

Filing Metadata

Form type: 4
Filed: Dec 2, 7:00 PM ET
Accepted: Dec 3, 3:07 PM ET
Size: 205.6 KB

View on SEC.gov