Sec Form 4 Filing - HENRY FREDERICK B @ MEREDITH CORP - 2012-11-19

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
HENRY FREDERICK B
2. Issuer Name and Ticker or Trading Symbol
MEREDITH CORP [ MDP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1716 LOCUST STREET
3. Date of Earliest Transaction (MM/DD/YY)
11/19/2012
(Street)
DES MOINES, IA50309-3023
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) 11/19/2012 S 489 D $ 32.32 38,842 I Held by family Trusts
Common Stock ($1 par value) 11/19/2012 S 628 D $ 31.69 38,214 I Held by family Trusts
Common Stock (Restricted) ($1 par value) ( 1 ) 3,293 D
Class B Common Stock ($1 par value) 366,821 I Held by family Trusts
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Stock equivalent units ( 2 ) $ 0 08/08/1988 08/08/1988 Common Stock ($1 par value) 1,861.88 1,861.88 D
Non-Qualified Stock Option (right to buy) ( 3 ) $ 0 08/08/1988 08/08/1988 Common Stock ($1 par value) 62,945 62,945 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HENRY FREDERICK B
1716 LOCUST STREET
DES MOINES, IA50309-3023
X
Signatures
By: Teresa T. Rinker, by Power of Attorney For: Frederick B. Henry 11/20/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This restricted stock was awarded pursuant to the Amended and Restated Meredith Corporation 2004 Stock Incentive Plan. The shares are subject to forfeiture and nontransferable until vested. Restrictions on the shares lapse on 1/3 of the shares per year for three years commencing on the first anniversary of the grant date.
( 2 )Stock equivalents issued pursuant to the Meredith Corporation 2004 Stock Incentive Plan (the "Plan"), which will be converted to Common Stock ($1 par value) on a one-for-one basis upon the reporting person's retirement from or termination of service on the Meredith Board of Directors. Quarterly dividends are accrued in the form of additional stock equivalents.
( 3 )Nonqualified stock options awarded pursuant to the Meredith Corporation 2004 Stock Incentive Plan, which become exercisable one-third per year over a three-year period beginning on the first anniversary of the grant date, expire on the tenth anniversary of the grant date, and have exercise prices ranging from $18.56 to $59.98 per share as specified in each award agreement.

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