SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

PRATHER ROBERT S JR

(Last)

(First)

(Middle)

C/O HEARTLAND MEDIA ACQUISITION CORP.

3282 NORTHSIDE PKWY, SUITE 275

(Street)

ATLANTA

30327

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/20/2022

3. Issuer Name and Ticker or Trading Symbol
Heartland Media Acquisition Corp. [ HMA ]

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B common stock, $0.0001 par value per share	⁽¹⁾	⁽¹⁾	Class A common stock, $0.0001 par value per share	5,750,000	⁽¹⁾	I	See footnote⁽²⁾

Explanation of Responses:

1. The shares of Class B common stock are convertible for shares of the Issuer's Class A common stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-261374) (the "Registration Statement") and have no expiration date. The shares of Class B common stock beneficially owned by the Reporting Person include up to 750,000 shares of Class B common stock subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement.

2. The shares are held directly by the Issuer's sponsor, Heartland Sponsor LLC (the "Sponsor"). The managing member of the Sponsor is Robert S. Prather, Jr. Mr. Prather has sole voting and dispositive power over the shares held by the Sponsor and disclaims beneficial ownership over any securities owned by the Sponsor in which he does not have any pecuniary interest.

Remarks:

Exhibit 24 - Power of Attorney

	ROBERT S. PRATHER, JR. By: /s/ Robert S. Prather, Jr.	01/20/2022
	** 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 5 (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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