Sec Form 3 Filing - HPS Group GP, LLC @ Mediaco Holding Inc. - 2024-04-17

FORM 3 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 HPS Group GP, LLC 2. Issuer Name and Ticker or Trading Symbol Mediaco Holding Inc. [ MDIA] 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) 40 WEST 57TH STREET, 33RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 04/17/2024 (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 Class A Common Stock Purchase Warrant ( 3 ) ( 1 ) ( 2 ) Class A Common Stock 28,206,152 I See Footnote ( 4 ) Option ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 7,051,538 I See Footnote ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HPS Group GP, LLC 40 WEST 57TH STREET, 33RD FLOOR NEW YORK, NY10019 X Kapnick Scott 40 WEST 57TH STREET, 33RD FLOOR NEW YORK, NY10019 X SLF LBI Aggregator, LLC 40 WEST 57TH STREET, 33RD FLOOR NEW YORK, NY10019 X Signatures HPS Group GP, LLC; By: /s/ Scott Kapnick, its sole member 04/24/2024 Signature of Reporting Person Date /s/ Scott Kapnick 04/24/2024 Signature of Reporting Person Date SLF LBI Aggregator, LLC; By: HPS Group GP, LLC, its non-member manager; By: /s/ Scott Kapnick, its sole member 04/24/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 17, 2024, the Issuer issued a Class A Common Stock Purchase Warrant (the "Warrant") to SLF LBI Aggregator, LLC ("Aggregator"), which provides for the purchase of up to 28,206,152 shares of Class A common stock, par value $0.01 per share ("Class A Common Stock"), of the Issuer (the "Warrant Shares"), subject to customary adjustments as set forth in the Warrant. Until the issuance of the Warrant Shares has been approved by the Issuer's stockholders (the "Stockholder Approval"), the Warrant is only exercisable for 9,300,650 shares of Class A Common Stock. The Warrant will become exercisable for the remaining 18,905,502 shares of Class A Common Stock following the Stockholder Approval. ( 2 )The Warrant may be exercised until the last day of the six month period following the date on which the Stockholder Approval has been obtained (provided that if such day is not a business day, then the next succeeding day that is a business day). ( 3 )The exercise price per Warrant Share is $0.00001. ( 4 )The Warrant is held by Aggregator and the Option is held by Aggregator's subsidiary, Estrella Broadcasting, Inc. ("Estrella"). HPS Group GP, LLC ("HPS Group") is the non-member manager of Aggregator. Scott Kapnick is the sole member of HPS Group. Each of Scott Kapnick, HPS Group and Aggregator disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein, if any. ( 5 )On April 17, 2024, the Issuer and certain subsidiaries entered into an option agreement with certain subsidiaries of Aggregator, pursuant to which, Estrella has the right to put the equity of certain subsidiaries of Aggregator to a subsidiary of the Issuer in exchange for 7,051,538 shares of Class A Common Stock from and after October 17, 2024 until April 17, 2031 (the "Option Period"). The Option Period will be automatically extended for seven years, unless the parties mutually agree otherwise in writing at least 90 days prior to the expiration of the initial Option Period.

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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