Sec Form 4/A Filing - ZIESER JOHN S @ MEREDITH CORP - 2012-08-13

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FORM 4/A
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
ZIESER JOHN S
2. Issuer Name and Ticker or Trading Symbol
MEREDITH CORP [ MDP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Development Officer
(Last) (First) (Middle)
1716 LOCUST STREET
3. Date of Earliest Transaction (MM/DD/YY)
08/13/2012
(Street)
DES MOINES, IA50309-3023
4. If Amendment, Date Original Filed (MM/DD/YY)
08/13/2012
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) ( 1 ) 08/13/2012 S 129 D $ 34.3235 12,461.7106 I by Managed Account
Common Stock ($1 par value) ( 2 ) 1,821.88 D
Common Stock (Restricted) ($1 par value) ( 3 ) 31,500 D
Common Stock ($1 par value) ( 4 ) 1,856 I by Spouse
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 ( 5 ) $ 0 08/08/1988 08/08/1988 Common Stock ($1 par value) 40,556.57 40,556.57 D
Non-Qualified Stock Option (right to buy) ( 6 ) ( 7 ) $ 0 08/08/1988 08/08/1988 Common Stock ($1 par value) 411,000 411,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ZIESER JOHN S
1716 LOCUST STREET
DES MOINES, IA50309-3023
Chief Development Officer
Signatures
By: Teresa T. Rinker, by Power of Attorney For: John S. Zieser 08/13/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares held in reporting person's IRA account; Meredith Corp. Savings & Investment Plan account; and Meredith Corp. Employee Stock Purchase Plan account, upon all of which quarterly dividends are paid in the form of additional Common Stock ($1 par value).
( 2 )Shares are held in the reporting person's Dividend Reinvestment Plan account, upon which quarterly dividends are paid in the form of additional Common Stock ($1 par value).
( 3 )Shares were awarded pursuant to the Meredith Corporation Stock Incentive Plans. The shares are subject to forfeiture and are nontransferable until vested, either on the third or the fifth anniversary of the grant date, as specified in each award agreement.
( 4 )Shares purchased by spouse for her own account and the children's custodial accounts.
( 5 )Stock equivalents issued pursuant to Meredith Corporation's Deferred Compensation Plan or Stock Incentive Plan which will be converted to Common Stock ($1 par value) on a one-for-one basis in connection with the reporting person's retirement from or termination of Meredith Corporation employment.
( 6 )Nonqualified stock options granted pursuant to the Meredith Corporation Stock Incentive Plan. Each becomes exercisable in its entirety on the third anniversary of the grant date, expires on the 10th anniversary of the grant date, and has an exercise price as specified in the award agreement.
( 7 )Exercise of the nonqualified stock options and withholding of a portion of the exercise shares to pay the exercise price and taxes were previously reported in error. The transactions did not take place.

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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