Filing Details

This Amendment No. 2 to Schedule 13D (the “Amendment”) relates to Class A Common Stock (“Common Stock”) of Mediaco Holding Inc., an Indiana corporation (the “Issuer” or the “Company”).  This Amendment is being filed to amend the Schedule 13D that was originally filed on January 28, 2020, as amended on February 5, 2020 (as amended, the “Schedule 13D”). Unless otherwise indicated in this Amendment, all capitalized terms have the meanings indicated to them in the Schedule 13D.

This Amendment is being filed to amend and supplement Items 5, 6 and 7 of the Schedule 13D as set forth below.

Item 5.  Interest in Securities of the Issuer

(a) and (b) See Items 7-13 of the cover pages and Item 2 above.

(c) The Reporting Persons did not effect any transactions in shares of the Issuer’s Class A Common Stock during the sixty day period prior to the filing of this Schedule 13D, except as follows:

Open Market Purchase*	3/23/2020	2,557	$3.4275
Open Market Purchase*	3/24/2020	1,500	$3.3773
Open Market Purchase*	3/25/2020	980	$3.5851

* Shares purchased pursuant to a plan adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.

As previously disclosed, the Reporting Persons beneficially own 220,000 shares of Series A Convertible Preferred Stock of the Company (“Series A Preferred Stock”), each share of which will be convertible, as of May 25, 2020, into such number of shares of Class A Common Stock as is determined by dividing: (i) the purchase price of the Series A Preferred Stock plus any accrued dividends by (ii) the average volume-weighted average prices of the Class A Common Stock for the last 30 trading days prior to the date of determination, determined as of the fifth business day after the date on which notice of conversion is given.  Shares of Class A Common Stock issuable upon conversion of the Series A Preferred were first deemed beneficially owned by the Reporting Person for purposes of this Schedule 13D on March 26, 2020. As of March 27, 2020, the shares of Series A Preferred beneficially owned by the Reporting Persons would have been convertible into 4,690,724 shares of Class A Common Stock under the formula described above.

In addition, as previously disclosed, the Reporting Persons hold an unsecured convertible promissory note payable by the Company, which promissory note was amended and restated by the Company and the Reporting Persons on February 28, 2020, among other things to increase the principal amount thereof to $10,250,000, as reported by the Company in a Current Report on Form 8-K (the “Company 8-K”), filed by the Company with the Securities and Exchange Commission on March 2, 2020 (such promissory note, as amended and restated, the “Amended and Restated Promissory Note”). The Amended and Restated Promissory Note was further amended on March 27, 2020, among other things to increase the principal amount thereof to $20,000,000, as reported by the Company in its Annual Report on Form 10-K (the "Company Annual Report"), filed by the Company with the Securities and Exchange Commission on March 27, 2020 (such promissory note, as further amended and restated, the "Second Amended and Restated Promissory Note"). The Second Amended and Restated Promissory Note contains a limitation on conversion of the outstanding principal and any accrued but unpaid interest thereunder into shares of Class A Common Stock, such that the maximum number of shares of Class A Stock to be issued in connection with the conversion of the Second Amended and Restated Promissory Note shall not, without the prior approval of the shareholders of the Company, (i) exceed a number of shares equal to 19.9% of the outstanding shares of common stock of the Company immediately prior to February 28, 2020, (ii) exceed a number of shares that would evidence voting power greater than 19.9% of the combined voting power of the outstanding voting securities of the Company immediately prior to February 28, 2020, or (iii) otherwise exceed such number of shares of capital stock of the Company that would violate applicable listing rules of the Nasdaq Stock Market (“Nasdaq”), in each of subsections (i) through (iii), only to the extent required by applicable Nasdaq rules and guidance (the “Share Cap”).  In the event the number of shares of Class A Stock to be issued upon conversion of the Second Amended and Restated Promissory Note exceeds the Share Cap, then the portions of the Second Amended and Restated Promissory Note that would result in the issuance of any excess shares shall cease being convertible, and the Company shall instead either (x) repay such portions of the Second Amended and Restated Promissory Note in cash or (y) obtain shareholder approval of the issuance of shares of Class A Stock in excess of the Share Cap prior to the issuance thereof.  Shares of Class A Common Stock issuable upon conversion of the Second Amended and Restated Promissory Note were first deemed beneficially owned by the Reporting Person for purposes of this Schedule 13D on March 26, 2020. As of March 27, 2020, the amount loaned to the Company under the Second Amended and Restated Promissory Note was $11.3 million and, as of such date, the Second Amended and Restated Promissory Note would have been convertible into 2,379,153 shares of Class A Common Stock under the formula described above (without taking in account the 19.9% limitation).

The percentages reported herein are based on a statement in the Company Annual Report that, as of March 9, 2020, there were 1,683,263 shares of the Issuer’s Common Stock outstanding.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Information regarding the Amended and Restated Promissory Note is incorporated herein by reference to Item 5.

Item 7.  Material to Be Filed as Exhibits

Exhibit 99.1  The Amended and Restated Promissory Note is incorporated herein by reference to Exhibit 10.1 to the Company 8-K.