ZIESER JOHN S 4

Accession 0001880863-21-000075

CIK 0001880863other

View on SEC.gov Company Profile

Filed

Dec 2, 7:00 PM ET

Accepted

Dec 3, 3:07 PM ET

Size

220.3 KB

Accession

0001880863-21-000075

Insider Transaction Report

Form 4

Period: 2021-12-01

Meredith Holdings CorpNONE

ZIESER JOHN S

Chief Development Officer, GC

Transactions

Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2021-12-01−64,000→ 0 total
Exercise: $41.23From: 2021-02-02Exp: 2028-02-02→ Common Stock ($1 par value) (64,000 underlying)
Award
Non-Qualified Stock Option (right to buy)
2021-12-01+21,000→ 21,000 total
Exercise: $37.38From: 2021-08-21Exp: 2028-08-21→ Common Stock ($1 par value) (21,000 underlying)
Award
Non-Qualified Stock Option (right to buy)
2021-12-01+32,000→ 32,000 total
Exercise: $26.37From: 2022-09-16Exp: 2029-09-16→ Common Stock ($1 par value) (32,000 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2021-12-01−79,275→ 0 total
Exercise: $10.15From: 2023-08-24Exp: 2030-08-24→ Common Stock ($1 par value) (79,275 underlying)
Disposition to Issuer
Stock Equivalent Units
2021-12-01−82,346→ 0 total
→ Common Stock ($1 par value) (82,346 underlying)
Disposition to Issuer
Common Stock ($1 par value)
2021-12-01−12,877→ 0 total
Disposition to Issuer
Common Stock ($1 par value)
2021-12-01−54→ 0 total(indirect: By 401(k))
Award
Restricted Stock Units
2021-12-01+78,550→ 78,550 total
→ Common Stock ($1 par value) (78,550 underlying)
Disposition to Issuer
Restricted Stock Units
2021-12-01−78,550→ 0 total
→ Common Stock ($1 par value) (78,550 underlying)
Award
Non-Qualified Stock Option (right to buy)
2021-12-01+20,000→ 20,000 total
Exercise: $37.71From: 2019-08-09Exp: 2026-08-09→ Common Stock ($1 par value) (20,000 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2021-12-01−32,000→ 0 total
Exercise: $26.37From: 2022-09-16Exp: 2029-09-16→ Common Stock ($1 par value) (32,000 underlying)
Award
Stock Equivalent Units
2021-12-01+82,346→ 82,346 total
→ Common Stock ($1 par value) (82,346 underlying)
Award
Non-Qualified Stock Option (right to buy)
2021-12-01+18,000→ 18,000 total
Exercise: $41.34From: 2020-08-08Exp: 2027-08-08→ Common Stock ($1 par value) (18,000 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2021-12-01−20,000→ 0 total
Exercise: $37.71From: 2019-08-09Exp: 2026-08-09→ Common Stock ($1 par value) (20,000 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2021-12-01−18,000→ 0 total
Exercise: $41.34From: 2020-08-08Exp: 2027-08-08→ Common Stock ($1 par value) (18,000 underlying)
Award
Non-Qualified Stock Option (right to buy)
2021-12-01+64,000→ 64,000 total
Exercise: $41.23From: 2021-02-02Exp: 2028-02-02→ Common Stock ($1 par value) (64,000 underlying)
Award
Non-Qualified Stock Option (right to buy)
2021-12-01+79,275→ 79,275 total
Exercise: $10.15From: 2023-08-24Exp: 2030-08-24→ Common Stock ($1 par value) (79,275 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2021-12-01−21,000→ 0 total
Exercise: $37.38From: 2021-08-21Exp: 2028-08-21→ Common Stock ($1 par value) (21,000 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, 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.
[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 retirement from or termination of employment with the issuer.

Documents

3 files

Issuer

Meredith Holdings Corp

CIK 0001880863

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Entity typeother

Related Parties

filerCIK 0001196028

Filing Metadata

Form type: 4
Filed: Dec 2, 7:00 PM ET
Accepted: Dec 3, 3:07 PM ET
Size: 220.3 KB

View on SEC.gov