SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Standard General L.P.

(Last)

(First)

(Middle)

767 FIFTH AVENUE

12TH FLOOR

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Mediaco Holding Inc. [ MDIA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/16/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock⁽¹⁾	04/16/2024		D⁽¹⁾		286,031⁽²⁾	D	⁽¹⁾	0	I	See Footnote⁽³⁾
Class A Common Stock	04/16/2024		A⁽¹⁾		20,733,869	A	$1.4278⁽¹⁾	37,531,996	I	See Footnote⁽³⁾
Class B Common Stock⁽⁴⁾								5,413,197	I	See Footnote⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Standard General L.P.

(Last)

(First)

(Middle)

767 FIFTH AVENUE

12TH FLOOR

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Kim Soohyung

(Last)

(First)

(Middle)

C/O STANDARD GENERAL L.P.

767 FIFTH AVENUE, 12TH FLOOR

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Represents the conversion (the "Conversion") of shares of Series A Convertible Preferred Stock into shares of Class A Common Stock. Each share of Series A Convertible Preferred Stock was convertible into the number of shares of Class A Common Stock determined by dividing (i) the purchase price of the Series A Convertible Preferred Stock plus any accrued dividends by (ii) the average of the volume-weighted average prices ("VWAP") of the Class A Common Stock for the last 30 trading days prior to the date of determination, determined as of the fifth business day after the date on which the notice of Conversion was given. The disposition of shares of Series A Convertible Preferred Stock to the Issuer and the acquisition of shares of Class A Common Stock from the Issuer in connection with the Conversion were approved pursuant to Rule 16b-3.

2. Prior to the Conversion, the number of shares of Series A Convertible Preferred Stock beneficially owned by the Reporting Persons had increased to 286,031 shares pursuant to the terms of the security through the accrual of dividends subject to the exemption from reporting provided under Rule 16a-9.

3. The securities reported herein are beneficially owned by Standard General L.P. ("Standard General"). Mr. Kim is a director of the general partner of the general partner of Standard General and Chief Investment Officer of Standard General, and in such capacities may be deemed to indirectly beneficially own the securities reported herein. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest in such shares, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.

4. Each share of Class B Common Stock is convertible into one share of Class A Common Stock.

Remarks:

Solely for purposes of Section 16, the Reporting Persons are deemed directors by deputization by virtue of their representation on the Board of Directors of the Issuer.

	/s/ Standard General L.P. by Joseph Mause, Chief Financial Officer	04/18/2024
	/s/ Soohyung Kim	04/18/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Standard General L.P. returned 286,031 units of Series A Convertible Preferred Stock to the company and was granted 20,733,869 shares (SEC Form 4)