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*
McCreery Patrick

(Last) (First) (Middle)
1716 LOCUST ST.

(Street)
DES MOINES IA 50309

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Hawkeye Acquisition, Inc. [ MDP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President-Local Media Group
3. Date of Earliest Transaction (Month/Day/Year)
12/01/2021
4. 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 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)
Code V Amount (A) or (D) Price
Common Stock ($1 par value) 12/01/2021 D 5,546 D (1) 0 D
Common Stock ($1 par value) 12/01/2021 D 10,725 D (1) 0 I By 401(K) Plan
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (2) 12/01/2021 D 52,484 (3) (3) Common Stock ($1 par value) 52,484 (2) 0 D
Non-Qualified Stock Option (right to buy) $31.87(4) 12/01/2021 D 4,000 08/11/2018 08/11/2025 Common Stock ($1 par value) 4,000 (4) 0 D
Non-Qualified Stock Option (right to buy) $37.71(4) 12/01/2021 D 3,800 08/09/2019 08/09/2026 Common Stock ($1 par value) 3,800 (4) 0 D
Non-Qualified Stock Option (right to buy) $41.34(4) 12/01/2021 D 3,450 08/08/2020 08/08/2027 Common Stock ($1 par value) 3,450 (4) 0 D
Non-Qualified Stock Option (right to buy) $37.38(4) 12/01/2021 D 10,000 08/21/2021 08/21/2028 Common Stock ($1 par value) 10,000 (4) 0 D
Non-Qualified Stock Option (right to buy) $26.37(4) 12/01/2021 D 20,000 09/16/2022 09/16/2029 Common Stock ($1 par value) 20,000 (4) 0 D
Non-Qualified Stock Option (right to buy) $10.15(4) 12/01/2021 D 54,050 08/24/2023 08/24/2030 Common Stock ($1 par value) 54,050 (4) 0 D
Stock equivalent units (5) 12/01/2021 D 410 (6) (6) Common Stock ($1 par value) 410 (5) 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, these awards were canceled in exchange for (i) $16.99 in cash per share and (ii) restricted stock units of Meredith Holdings Corporation with respect to an equal number of shares subject to these awards.
3. Pursuant to their original terms, the Restricted Stock Units were convertible to Common Stock on a one-for-one basis upon the completion of a three-year vesting period.
4. 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.
5. 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.
6. 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 retirement from or termination of employment with the issuer.
Remarks:
/s/ Andrew Kane, by Power of Attorney for Patrick J. McCreery 12/03/2021
** Signature of Reporting Person Date
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