This Amendment No. 14 to Schedule 13D (the “Amendment”) relates to Class A Common Stock (“Class A Common Stock”) of Mediaco Holding Inc., an Indiana corporation (the “Issuer” or the “Company”). This Amendment is being filed to amend the
Schedule 13D that was originally filed on January 28, 2020, as amended on February 5, 2020, March 30, 2020, April 24, 2020, May 22, 2020, September 2, 2020, September 23, 2020, May 21, 2021, November 29, 2021, December 21, 2021, January 10, 2022,
March 24, 2022, June 30, 2022, and July 29, 2022 (as amended, the “Schedule 13D”). Unless otherwise indicated in this Amendment, all capitalized terms have the meanings indicated to them in the Schedule 13D.
This Amendment is being filed to amend Items 4 and 5 of the Schedule 13D.
Item 4. Purpose of Transaction
Item 4 is hereby supplemented as set forth below:
On December 28, 2022, the Reporting Persons converted 40,000 shares of Series A Convertible Preferred Stock of the Company (“Series A Preferred Stock”) into 3,328,728 shares of the Company’s
Class A Common Stock at a conversion price of $1.2017 per share, which was determined in accordance with the conversion formula defined below.
Item 5. Interest in Securities of the Issuer
Items 5 is hereby supplemented as set forth below.
(a) and (b) See Items 7-13 of the cover pages and Item 2 above.
(c) Other than in connection with the conversion of the Series A Preferred Stock described above, the Reporting Persons did not effect any transactions in shares of the Company’s Class A Common Stock during the sixty day period prior to the
filing of this Schedule 13D.
After giving effect to the conversion of the Series A Preferred Stock described above, the Reporting Persons beneficially own 16,798,127 shares of the Company’s Class A Common Stock and, as previously reported,
also beneficially own 5,413,197 shares of the Company’s Class B Common Stock, which is convertible into Class A Common Stock on a one-for-one basis.
In addition, the Reporting Persons continue to beneficially own 261,967 shares of Series A Preferred Stock, each share of which is convertible into such number of shares of Class A Common Stock as is determined by dividing: (i) the purchase
price of the Series A Preferred Stock plus any accrued dividends by (ii) the average volume-weighted average prices of the Class A Common Stock for the last 30 days prior to the date of determination, determined as of the fifth business day after
the date on which notice of conversion is given. The number of shares of Series A Preferred Stock beneficially owned by the Reporting Persons reflects shares issued as accrued dividends pursuant to the terms of the security. As of December 28,
2022, the shares of Series A Preferred Stock beneficially owned by the Reporting Persons would have been convertible into 21,900,922 shares of Class A Common Stock under the formula described above.
The percentages reported herein are based on a statement in the Company’s Quarterly Report on form 10-Q for the quarter ended September 30, 2022 that, as of November 7, 2022, there were 16,232,206 shares of the Company’s Class A Common Stock
outstanding.
(d) Not applicable.
(e) Not applicable.