0001104659-21-147331.txt : 20211207 0001104659-21-147331.hdr.sgml : 20211207 20211207204057 ACCESSION NUMBER: 0001104659-21-147331 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211201 FILED AS OF DATE: 20211207 DATE AS OF CHANGE: 20211207 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FRAZIER MEREDITH D MELL CENTRAL INDEX KEY: 0001218451 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-05128 FILM NUMBER: 211477363 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Hawkeye Acquisition, Inc. CENTRAL INDEX KEY: 0000065011 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 420410230 STATE OF INCORPORATION: IA FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 1716 LOCUST ST CITY: DES MOINES STATE: IA ZIP: 50309 BUSINESS PHONE: 5152843000 MAIL ADDRESS: STREET 1: 1716 LOCUST ST CITY: DES MOINES STATE: IA ZIP: 50309 FORMER COMPANY: FORMER CONFORMED NAME: MEREDITH CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MEREDITH PUBLISHING CO DATE OF NAME CHANGE: 19710317 4/A 1 tm2134842d1_4a.xml OWNERSHIP DOCUMENT X0306 4/A 2021-12-01 2021-12-03 1 0000065011 Hawkeye Acquisition, Inc. MDP 0001218451 FRAZIER MEREDITH D MELL 1716 LOCUST STREET DES MOINES IA 50309 1 0 1 0 Common Stock ($1 par value) 2021-12-01 4 D 0 24651 D 0 D Common Stock ($1 par value) 2021-12-01 4 D 0 2010 D 0 I 401(k) Class B Common Stock ($1 par value) 2021-12-01 4 D 0 2157657 D Common Stock 2157657 0 D Non-Qualified Stock Option (right to buy) 15.03 2021-12-01 4 D 0 4064 D 2023-11-06 Common Stock 4064 0 D Non-Qualified Stock Option (right to buy) 14.71 2021-12-01 4 D 0 3912 D 2024-11-12 Common Stock 3912 0 D Non-Qualified Stock Option (right to buy) 13.50 2021-12-01 4 D 0 4389 D 2025-11-11 Common Stock 4389 0 D Non-Qualified Stock Option (right to buy) 13.69 2021-12-01 4 D 0 5685 D 2026-11-09 Common Stock 5685 0 D Non-Qualified Stock Option (right to buy) 14.94 2021-12-01 4 D 0 5936 D 2027-11-08 Common Stock 5936 0 D Non-Qualified Stock Option (right to buy) 16.86 2021-12-01 4 D 0 4697 D 2028-11-14 Common Stock 4697 0 D Non-Qualified Stock Option (right to buy) 10.17 2021-12-01 4 D 0 8161 D 2029-11-13 Common Stock 8161 0 D Non-Qualified Stock Option (right to buy) 4.57 2021-12-01 4 D 0 11692 D 2030-11-11 Common Stock 11692 0 D 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 and Class B Common Stock was exchanged for (i) $16.99 in cash per share and (ii) shares of Common Stock and Class B Common Stock, respectively, of Meredith Holdings Corporation on a one-for-one basis. 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. 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. /s/ D Mell Meredith Frazier 2021-12-07