21 unchanged sentences
OTHER INFORMATION
−Removed: On March 18, 2022, the Company and SG Broadcasting agreed to amend the May 2021 SG Broadcasting Promissory Note to extend the Company’s ability to draw the remaining $3.0 million on the May 2021 SG Broadcasting Promissory Note from June 30, 2022 to June 30, 2023.
−Removed: On March 23, 2022, the Board of Directors approved amendments to the Company’s Code of Bylaws to change the Company’s primary business address from One Emmis Plaza, Suite 700, 40 Monument Circle, Indianapolis, Indiana 46204 to 395 Hudson Street, 7 th Floor, New York, New York 10014 and to provide that meetings of the Company’s shareholders will be held in New York or such other place as the Board of Directors may determine, including by remote means.
+Added: On March 30, 2023, as a one-time bonus, the Compensation Committee of our Board of Directors made awards under our 2021 Equity Compensation Plan of vested shares of our Class A common stock to Ann C.
+Added: Beemish, our Executive Vice President, Chief Financial Officer and Treasurer (129,888 shares) and Bradford A.
+Added: Tobin, our President, Chief Operating Officer, and General Counsel (86,125 shares).
+Added: The Compensation Committee also awarded Ms.
+Added: Beemish a cash bonus of $150,000.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
22 unchanged sentences
Reflected in Column (A))
−Removed: Plan Category
+Added: Plan Category (A) (B) (C)
Class A common stock
3 unchanged sentences
Not Approved by Security Holders — — —
+Added: Total 855,782 $ 3.10 1,137,750
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
10 unchanged sentences
Incorporated by Reference
−Removed: Exhibit Description
+Added: Number Exhibit Description Filed
+Added: Herewith Form Period
+Added: Ending Exhibit Filing
+Added: 2.1+ Asset Purchase Agreement, dated as of December 9, 2022, by and among Fairway Outdoor LLC, FMG Kentucky, LLC and FMG Valdosta, LLC and The Lamar Company, L.L.C., a Louisiana limited liability company.Amended and Restated Articles of Incorporation of MediaCo Holding Inc., as amended.
+Added: 8-K 2.1 12/12/2022
3.1 Amended and Restated Articles of Incorporation of MediaCo Holding Inc., as amended.
+Added: 10-KT 12/31/2019 3.1 3/27/2020
3.2 Amended and Restated Code of Bylaws of MediaCo Holding Inc.
+Added: 10-K 12/31/2021 3.2 3/24/2022
4.1 Description of Capital Stock
+Added: 10-KT 12/31/2019 4.1 3/27/2020
10.1† Employment Agreement, effective as of July 1, 2021, by and between MediaCo Holding Inc.
and Rahsan-Rahsan Lindsay
+Added: 10-Q 9/30/2021 10.1 11/12/2021
+Added: 10.2† Employment Agreement between MediaCo Holding Inc.
+Added: and Ann Beemish, dated February 9, 2022
+Added: 8-K 99.1 2/11/2022
+Added: 10.3† Employment Agreement between MediaCo Holding Inc.
+Added: and Brad Tobin, dated February 9, 2022
+Added: 8-K 99.2 2/11/2022
10.4† MediaCo Holding Inc.
2021 Equity Compensation Plan
−Removed: Definitive Proxy
−Removed: Amended and Restated Promissory Note, dated as of February 28, 2020, by MediaCo Holding Inc.
−Removed: in favor of SG Broadcasting LLC.
+Added: Definitive Proxy Ex.
+Added: 10.5 P romissory Note, dated as of November 25, 2019, by MediaCo Holding Inc.
+Added: in favor of Emmis Communications Corporation
+Added: 8-K 10.8 11/27/2019
10.6 Unsecured Convertible Promissory Note, dated as of May 19, 2021, by MediaCo Holding Inc.
in favor of SG Broadcasting LLC.
−Removed: Amendment No.
−Removed: 1 to Amended and Restated Term Loan Agreement, dated as of February 28, 2020, by and among MediaCo Holding Inc., the other parties designated as borrowers thereto, the financial institutions from time to time party thereto, and GACP Finance Co., LLC, a Delaware limited liability company, as administrative agent and collateral agent.
−Removed: Second Amended and Restated Promissory Note, dated as of March 27, 2020, by MediaCo Holding Inc.
−Removed: in favor of SG Broadcasting LLC.
−Removed: Amendment No.
−Removed: 2 to Amended and Restated Term Loan Agreement, dated as of March 27, 2020, by and among MediaCo Holding Inc., the other parties designated as borrowers thereto, the financial institutions from time to time party thereto, and GACP Finance Co., LLC, a Delaware limited liability company, as administrative agent and collateral agent.
+Added: 8-K 10.2 5/21/2021
10.7† Form of Restricted Stock Agreement under 2020 Equity Compensation Plan.
−Removed: Management Agreement, effective August 1, 2020, between Fairway Outdoor LLC and Billboards LLC.
−Removed: Amendment No.
−Removed: 3 to Amended and Restated Term Loan Agreement, dated as of August 28, 2020, by and among MediaCo Holding Inc., the other parties designated as borrowers thereto, the financial institutions from time to time party thereto, and GACP Finance Co., LLC, a Delaware limited liability company, as administrative agent and collateral agent.
−Removed: Incorporated by Reference
−Removed: Exhibit Description
−Removed: Amendment No.
−Removed: 4 to Amended and Restated Term Loan Agreement, dated as of May 19, 2021, by and among MediaCo Holding Inc., the other parties designated as borrowers thereto, the financial institutions from time to time party thereto, and GACP Finance Co., LLC, a Delaware limited liability company, as administrative agent and collateral agent.
+Added: 10-Q 6/30/2020 10.2 8/14/2020
10.8 Amendment No.
1 to Unsecured Convertible Promissory Note, dated as of March 18, 2022, by and between MediaCo Holding Inc., and SG Broadcasting LLC.
+Added: 10-K 12/31/2021 10.12 3/24/2022
21 Subsidiaries of MediaCo Holding Inc.
+Added: Incorporated by Reference
+Added: Number Exhibit Description Filed
+Added: Herewith Form Period
+Added: Ending Exhibit Filing
23 Consent of Independent Registered Public Accounting Firm
9 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: Inline XBRL Instance Document
−Removed: Inline XBRL Taxonomy Extension Schema Document
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Labels Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document
−Removed: Cover Page Interactive Data File (embedded within the Inline XBRL document)
+Added: 101.INS Inline XBRL Instance Document X
+Added: 101.SCH Inline XBRL Taxonomy Extension Schema Document X
+Added: 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
+Added: 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document X
+Added: 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
+Added: 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X
+Added: 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) X
+Added: + The Registrant will furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
† Constitutes a management contract or compensatory plan or arrangement.
7 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
+Added: SIGNATURE TITLE
March 31, 2023
−Removed: /s/ Rahsan-Rahsan Lindsay
−Removed: Chief Executive Officer and Director
−Removed: Rahsan-Rahsan Lindsay
−Removed: (Principal Executive Officer)
+Added: /s/ Rahsan-Rahsan Lindsay Chief Executive Officer and Director
+Added: Rahsan-Rahsan Lindsay (Principal Executive Officer)
March 31, 2023
−Removed: Executive Vice President, Chief Financial Officer
−Removed: and Treasurer (Principal Financial Officer and
−Removed: Principal Accounting Officer)
+Added: Beemish Executive Vice President, Chief Financial Officer and Treasurer
+Added: Beemish (Principal Financial Officer and Principal Accounting Officer)
March 31, 2023
/s/ Patrick M.
+Added: Walsh Director
March 31, 2023
−Removed: Scott Enright
+Added: Scott Enright Director
Scott Enright
March 31, 2023
−Removed: /s/ Andrew Glaze
+Added: /s/ Andrew Glaze Director
March 31, 2023
−Removed: /s/ Laura Lee
+Added: /s/ Robert L.
+Added: Greene Director
March 31, 2023
−Removed: /s/ Mary Beth McAdaragh
+Added: /s/ Mary Beth McAdaragh Director
Mary Beth McAdaragh
March 31, 2023
−Removed: /s/ Deborah McDermott
+Added: /s/ Deborah McDermott Director
Deborah McDermott
1 unchanged sentence
/s/ Jeffrey H.
+Added: Smulyan Director
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.