Statement of Changes in Beneficial Ownership (4)
December 03 2021 - 1:55PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
KAPLAN BETH J |
2. Issuer Name and Ticker or Trading Symbol
Hawkeye Acquisition, Inc.
[
MDP
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
1716 LOCUST STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/1/2021 |
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(Street)
DES MOINES, IA 50309-3023
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock ($1 par value) | 12/1/2021 | | D | | 10736 | D | (1) | 0 | D | |
| Common Stock ($1 par value) | 12/1/2021 | | D | | 800 | D | (1) | 0 | I | By family trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Non-Qualified Stock Option (right to buy) | $37.06 (2) | 12/1/2021 | | D | | | 5936 | (3) | 11/8/2027 | Common Stock ($1 par value) | 5936.0 | (2) | 0 | D | |
| Non-Qualified Stock Option (right to buy) | $41.83 (2) | 12/1/2021 | | D | | | 4697 | (3) | 11/14/2028 | Common Stock ($1 par value) | 4697.0 | (2) | 0 | D | |
| Non-Qualified Stock Option (right to buy) | $25.22 (2) | 12/1/2021 | | D | | | 8161 | (3) | 11/13/2029 | Common Stock ($1 par value) | 8161.0 | (2) | 0 | D | |
| Non-Qualified Stock Option (right to buy) | $11.33 (2) | 12/1/2021 | | D | | | 11692 | (3) | 11/11/2030 | Common Stock ($1 par value) | 11692.0 | (2) | 0 | D | |
| Stock equivalent units | (4) | 12/1/2021 | | D | | | 1399 | (5) | (5) | Stock equivalent units | 1399.0 | (4) | 0 | D | |
| Explanation of Responses: |
| (1) | In connection with the closing of the previously announced acquisition by Gray Television, Inc. ("Gray") of the issuer's local media group business immediately following and subject to the spin-off of the issuer's digital and magazine segments and corporate operations (collectively, the "Transactions") and as described in the issuer's definitive proxy statement filed with the Securities and Exchange Commission on November 8, 2021 (the "Proxy Statement"), each share of Common Stock was exchanged for (i) $16.99 in cash per share and (ii) shares of Common Stock of Meredith Holdings Corporation on a one-for-one basis. |
| (2) | In connection with the Transactions and as described in the Proxy Statement, the exercise price of this option was adjusted, which adjusted exercise price is reported in column 2 above, and this option was canceled in exchange for (i) a cash amount equal to the excess, if any, of $16.99 per share less the adjusted exercise price and (ii) a stock option of Meredith Holdings Corporation with respect to an equal number of shares subject to this option. |
| (3) | 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. |
| (4) | In connection with the Transactions and as described in the Proxy Statement, these awards were canceled in exchange for (i) $16.99 in cash per share and (ii) stock equivalent units of Meredith Holdings Corporation with respect to an equal number of shares subject to these awards. |
| (5) | 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
KAPLAN BETH J
1716 LOCUST STREET
DES MOINES, IA 50309-3023 | X |
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Signatures
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| /s/ Andrew Kane, by Power of Attorney for Beth J. Kaplan | | 12/3/2021 |
| **Signature of Reporting Person | Date |
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