Form 4 Hawkeye Acquisition, For: Dec 01 Filed by: FRAZIER MEREDITH D MELL

December 3, 2021 10:00 PM EST

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FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
FRAZIER MEREDITH D MELL

(Last) (First) (Middle)
1716 LOCUST STREET

(Street)
DES MOINES IA 50309

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Hawkeye Acquisition, Inc. [ MDP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/01/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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) 12/01/2021   D   24,651 D (1) 0 D  
Common Stock ($1 par value) 12/01/2021   D   2,010 D (1) 0 I 401(k)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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 B Common Stock ($1 par value) (1) 12/01/2021   D     2,157,657   (1) (2)   (1) (2) Common Stock 2,157,657 (1) 0 D  
Non-Qualified Stock Option (right to buy) $ 15.03 (2) 12/01/2021   D     4,393   (3) 11/06/2023 Common Stock 4,393 (2) 0 D  
Non-Qualified Stock Option (right to buy) $ 14.71 (2) 12/01/2021   D     5,252   (3) 11/12/2024 Common Stock 5,252 (2) 0 D  
Non-Qualified Stock Option (right to buy) $ 13.5 (2) 12/01/2021   D     5,268   (3) 11/11/2025 Common Stock 5,268 (2) 0 D  
Non-Qualified Stock Option (right to buy) $ 13.69 (2) 12/01/2021   D     5,554   (3) 11/09/2026 Common Stock 5,554 (2) 0 D  
Non-Qualified Stock Option (right to buy) $ 14.94 (2) 12/01/2021   D     5,704   (3) 11/08/2027 Common Stock 5,704 (2) 0 D  
Non-Qualified Stock Option (right to buy) $ 16.86 (2) 12/01/2021   D     5,999   (3) 11/14/2028 Common Stock 5,999 (2) 0 D  
Non-Qualified Stock Option (right to buy) $ 10.17 (2) 12/01/2021   D     6,232   (3) 11/13/2029 Common Stock 6,232 (2) 0 D  
Non-Qualified Stock Option (right to buy) $ 4.57 (2) 12/01/2021   D     7,352   (3) 11/11/2030 Common Stock 7,352 (2) 0 D  
Explanation of Responses:
1. In connection with the closing of the previously announced acquisition by Gray Television, Inc. ("Gray") of the issuer's local media group business immediately following and subject to the spin-off of the issuer's digital and magazine segments and corporate operations (collectively, the "Transactions") and as described in the issuer's definitive proxy statement filed with the Securities and Exchange Commission on November 8, 2021 (the "Proxy Statement"), each share of Common Stock and Class B Common Stock was exchanged for (i) $16.99 in cash per share and (ii) shares of Common Stock and Class B Common Stock, respectively, of Meredith Holdings Corporation on a one-for-one basis.
2. In connection with the Transactions and as described in the Proxy Statement, the exercise price of this option was adjusted, which adjusted exercise price is reported in column 2 above, and this option was canceled in exchange for (i) a cash amount equal to the excess, if any, of $16.99 per share less the adjusted exercise price and (ii) a stock option of Meredith Holdings Corporation with respect to an equal number of shares subject to this option.
3. Pursuant to their original terms, the options were convertible to Common Stock on a one-for-one basis one-third per year over a three-year period beginning on the first anniversary of the grant date until completed on the third anniversary of the grant.
/s/ D Mell Meredith Frazier 12/03/2021
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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