Sec Form 4 Filing - MIHI LLC @ Modern Media Acquisition Corp. - 2017-05-17

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 MIHI LLC 2. Issuer Name and Ticker or Trading Symbol Modern Media Acquisition Corp. [ MMDM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 125 WEST 55TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/17/2017 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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

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 Private Placement Warrants $ 11.5 05/17/2017 P 7,320,000 ( 1 ) ( 2 ) Common Stock 7,320,000 $ 1 7,320,000 I See footnotes ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MIHI LLC 125 WEST 55TH STREET NEW YORK, NY10019 X MACQUARIE GROUP LTD 50 MARTIN PLACE SYDNEY, NSW 2000, C32000 X Signatures MIHI LLC /s/ Jin Chun, Authorized Signatory 05/19/2017 Signature of Reporting Person Date MIHI LLC /s/ Duncan Murdoch, Vice President 05/19/2017 Signature of Reporting Person Date MACQUARIE GROUP LIMITED /s/ Gus Wong, Attorney-in-Fact 05/19/2017 Signature of Reporting Person Date MACQUARIE GROUP LIMITED /s/ Paulina Chan, Authorized Signatory 05/19/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The warrants will become exercisable on the later of 30 days after the completion of the Issuer's initial business combination and May 17, 2018. ( 2 )The warrants will expire five years after the completion of the Issuer's initial business combination or earlier upon liquidation of the Issuer if the Issuer fails to complete the Issuer's initial business combination within 18 months from May 17, 2017 (or 21 months from May 17, 2017 if the Issuer has executed a letter of intent, agreement in principle or definitive agreement for the Issuer's initial business combination within 18 months from May 17, 2017 but has not completed such initial business combination within such 18 month period). ( 3 )Macquarie Group Limited ("Macquarie Group") is the ultimate indirect parent of MIHI LLC ("MIHI") and may be deemed to beneficially own the Issuer's securities held thereby. Macquarie Group and MIHI are referred to collectively as the "Reporting Persons." Each Reporting Person disclaims beneficial ownership of all shares of the Issuer reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. ( 4 )The shares are owned directly by Modern Media Sponsor, LLC ("Sponsor"). MIHI owns 50% of the Sponsor.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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