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).

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/28/2022

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)
Class A Common Stock	12/28/2022		P		3,328,728	A	$1.2017⁽³⁾	16,798,127	I	See Footnote⁽⁴⁾
Class B Common Stock⁽¹⁾								5,413,197	I	See Footnote⁽⁴⁾
Series A Convertible Preferred Stock⁽²⁾	12/28/2022		S		40,000	D	⁽³⁾	261,967⁽⁵⁾	I	See Footnote⁽⁴⁾

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)

1. Name and Address of Reporting Person^*

Kim Soohyung

(Last)

(First)

(Middle)

767 FIFTH AVENUE, 12TH FLOOR

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

Explanation of Responses:

1. Shares of Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis.

2. Each share of Series A Convertible Preferred Stock will be convertible into such number of shares of Class A Common Stock as is 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 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 is given (the "Conversion Formula").

3. On December 28, 2022, the Reporting Persons converted 40,000 shares of Series A Convertible Preferred Stock into 3,328,728 shares of Class A Common Stock at a conversion price of $1.2017 per share, which was determined in accordance with the Conversion Formula.

4. 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.

5. Prior to the conversion reported herein, the number of shares of Series A Convertible Preferred Stock beneficially owned by the Reporting Persons had increased to 301,967 shares pursuant to the terms of the security through the accrual of dividends subject to the exemption from reporting provided under Rule 16a-9.

	/s/ Standard General L.P. by Joseph Mause, Chief Financial Officer	12/30/2022
	/s/ Soohyung Kim	12/30/2022
	** 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).
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