SEC Form 4 · accession 0000065011-15-000019
MEREDITH CORP · MDP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph H Ceryanec
Officer — Chief Financial Officer
Period of report
Jan 31, 2015
Accepted (ET)
Feb 3, 2015 · 3:10 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000065011
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock ($1 par value)F3,F4 | Feb 3, 2015 | S | 346 | $53.8268 | D | 0 | D | |
| Common Stock ($1 par value)F5,F4 | Feb 3, 2015 | S | 1,500 | $53.8268 | D | 726 | I | By managed account |
| Common Stock ($1 par value)F1 | holding | — | — | — | 1,156 | I | By managed account | |
| Common Stock (Restricted) ($1 par value)F2 | holding | — | — | — | 24,467 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF6 | $0.00 | Jan 31, 2015 | A | 1,679 | A | Aug 8, 1988 | Aug 8, 1988 | Common Stock ($1 par value) | 1,679 | 8,229 | D |
| Stock equivalent unitsF7 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock ($1 par value) | 32,580 | 32,580 | D |
| Non-Qualified Stock Option (right to buy)F8 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock ($1 par value) | 76,000 | 76,000 | D |
Explanation of responses
- F1Shares held in reporting person's Meredith Corp. Savings & Investment Plan account, upon which quarterly dividends are paid in the form of additional Common Stock ($1 par value).
- F2Shares 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.
- F3Shares held by the reporting person in street name.
- F4The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $53.55 to $54.069954, inclusive. The reporting person undertakes to provide Meredith, any security holder of Meredith Corporation, or the Staff of the Securities and Exchange Commission, upon request, separate prices within the range set forth in this Form 4.
- F5Shares held in reporting person's Meredith Corp. Employee Stock Purchase Plan account, upon which quarterly dividends are paid in the form of additional Common Stock ($1 par value).
- F6Restricted Stock Units granted pursuant to Meredith Corporation's 2014 Stock Incentive Plan which will be converted to Common Stock ($1 par value) on a 1-for-1 basis upon the completion of a three or five-year period of service. Quarterly dividends are paid in cash.
- F7Stock 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.
- F8Nonqualified 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.