Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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MediaCo Holding Inc. (Name of Issuer) |
Class A common stock, par value $0.01 per share (Title of Class of Securities) |
58450D104 (CUSIP Number) |
Joseph Virgilio BlackRock, Inc., 50 Hudson Yards New York, NY, 10001 (212) 810-5800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/05/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 58450D104 |
| 1 |
Name of reporting person
BlackRock Portfolio Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
35,257,476.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
46.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A common stock, par value $0.01 per share | |
| (b) | Name of Issuer:
MediaCo Holding Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
48 WEST 25TH STREET, THIRD FLOOR, NEW YORK,
NEW YORK
, 10010. | |
Item 1 Comment:
Explanatory Note This Amendment No. 1 to the Schedule 13D amends and supplements the statement on Schedule 13D for BlackRock Portfolio Management LLC ("BPM"), an indirectly wholly owned subsidiary of BlackRock, Inc. ("BlackRock"), originally filed with the Securities and Exchange Commission (the "SEC") on July 3, 2025 (as amended, the "Schedule 13D"). Capitalized terms used in this Schedule 13D and not otherwise defined have the meanings set forth in the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The responses of BPM to Rows (11) and (13) of the cover page of this Schedule 13D are incorporated herein by reference. None of the Covered Persons beneficially owns any shares of Class A Common Stock. The aggregate percentages of shares of Class A Common Stock reported as beneficially owned by the Reporting Business Units were calculated based on 48,264,309 shares of Class A Common Stock issued and outstanding as of August 1, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025, plus 28,205,938 shares of Class A Common Stock issued upon exercise of the Warrant. | |
| (b) | The responses of BPM to Rows (7) through (10) of the cover page of this Schedule 13D are incorporated herein by reference. | |
| (c) | The Reporting Business Units engaged in the following transaction in the Issuer's Class A Common Stock in the 60-day period ended September 5, 2025: on September 5, 2025, Aggregator exercised the Warrant to purchase 28,206,152 Warrant Shares and paid the exercise price on a cashless basis, resulting in the Issuer withholding 214 of the Warrant Shares to pay the exercise price and issuing to Aggregator the remaining 28,205,938 Warrant Shares. | |
| (d) | Except for investment advisory clients of the Reporting Business Units, who may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Class A Common Stock, no other person is known by BPM to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Class A Common Stock that may be beneficially owned by the Reporting Business Units. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information in Item 6 of the Schedule 13D is hereby amended and supplemented as follows: On September 5, 2025, Aggregator exercised the Warrant to purchase 28,206,152 Warrant Shares and paid the exercise price on a cashless basis, resulting in the Issuer withholding 214 of the Warrant Shares to pay the exercise price and issuing to Aggregator the remaining 28,205,938 Warrant Shares. As a result, Aggregator is now the stockholder with respect to those Warrant Shares. Except as set forth in this Schedule 13D, there are no contracts, arrangements, understandings or relationships between BPM and any other person with respect to any securities of the Issuer or among the Reporting Business Units, including but not limited to transfer or voting of any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies (other than the transfer of voting rights with respect to the shares of Class A Common Stock that are loaned out in the ordinary course of certain Reporting Business Units' securities lending programs). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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