Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
| MediaCo Holding, Inc. |
| (Name of Issuer) |
| Common Stock, par value $0.01 |
| (Title of Class of Securities) |
| 58450D104 |
| (CUSIP Number) |
| June 17, 2020 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 58450D104 | 13G/A | Page 1 of 9 Pages |
|
1. |
NAME OF REPORTING PERSONS Catalysis Partners, LLC
| ||
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o
| ||
|
3. |
SEC USE ONLY
| ||
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER 0
| |
|
6. |
SHARED VOTING POWER 64,374
| ||
|
7. |
SOLE DISPOSITIVE POWER 0
| ||
|
8.
|
SHARED DISPOSITIVE POWER 64,374
| ||
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 64,374
| ||
|
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
| ||
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.8% (See Note 1)
| ||
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN
| ||
| (1) | Based on 1,683,263 outstanding shares of Common Stock (as defined below) as of May 11, 2020, as represented by the Issuer in the Form 10-Q filed with the Securities and Exchange Commission on May 15, 2020. |
| CUSIP No. 58450D104 | 13G/A | Page 2 of 9 Pages |
|
1. |
NAME OF REPORTING PERSONS Francis Capital Management, LLC
| ||
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o
| ||
|
3. |
SEC USE ONLY
| ||
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION California
| ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER 0
| |
|
6. |
SHARED VOTING POWER 64,374
| ||
|
7. |
SOLE DISPOSITIVE POWER 0
| ||
|
8.
|
SHARED DISPOSITIVE POWER 64,374
| ||
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 64,374
| ||
|
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
| ||
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.8% (See Note 2)
| ||
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, OO, HC
| ||
(2) See Note (1) Above
| CUSIP No. 58450D104 | 13G/A | Page 3 of 9 Pages |
|
1. |
NAME OF REPORTING PERSONS John Francis
| ||
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o
| ||
|
3. |
SEC USE ONLY
| ||
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION United States
| ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER 0
| |
|
6. |
SHARED VOTING POWER 64,374
| ||
|
7. |
SOLE DISPOSITIVE POWER 0
| ||
|
8.
|
SHARED DISPOSITIVE POWER 64,374
| ||
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 64,374
| ||
|
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
| ||
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.8% (See Note 3)
| ||
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN, HC
| ||
(3) See Note (1) Above
| CUSIP No. 58450D104 | 13G/A | P age 4 of 9 Pages |
AMENDMENT NO. 2 TO SCHEDULE 13G
Reference is hereby made to the statement on Schedule 13G filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Common Stock of the Issuer on February 5, 2020 and Amendment No. 1 thereto on April 8, 2020 (as so amended, the “Schedule 13G“). Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings herein as are ascribed to such terms in the Schedule 13G.
The following Items of the Schedule 13G/A are amended and restated to read in their entirety as follows:
| CUSIP No. 58450D104 | 13G/A | Page 5 of 9 Pages |
| Item 4. | Ownership | ||||||
| (i) | Catalysis Partners, LLC | ||||||
| (a) | Amount beneficially owned: 64,374 (See Note 4) | ||||||
| (b) | Percent of class: 3.8% (See Note 5) | ||||||
| (c) | Number of shares as to which the person has: | ||||||
| (i) | Sole power to vote or to direct the vote: 0 | ||||||
| (ii) | Shared power to vote or to direct the vote: 64,374 (See Note 4) | ||||||
| (iii) | Sole power to dispose or to direct the disposition of: 0 | ||||||
| (iv) | Shared power to dispose or to direct the disposition of: 64,374 (See Note 4) | ||||||
| (ii) | Francis Capital Management, LLC | ||||||
| (a) | Amount beneficially owned: 64,374 (See Note 4) | ||||||
| (b) | Percent of class: 3.8% (See Note 5) | ||||||
| (c) | Number of shares as to which the person has: | ||||||
| (i) | Sole power to vote or to direct the vote: 0 | ||||||
| (ii) | Shared power to vote or to direct the vote: 64,374 (See Note 4) | ||||||
| (iii) | Sole power to dispose or to direct the disposition of: 0 | ||||||
| (iv) | Shared power to dispose or to direct the disposition of: 64,374 (See Note 4) | ||||||
| (iii) | John Francis | ||||||
| (a) | Amount beneficially owned: 64,374 (See Note 4) | ||||||
| (b) | Percent of class: 3.8% (See Note 5) | ||||||
| (c) | Number of shares as to which the person has: | ||||||
| (i) | Sole power to vote or to direct the vote: 0 | ||||||
| (ii) | Shared power to vote or to direct the vote: 64,374 (See Note 4) | ||||||
| (iii) | Sole power to dispose or to direct the disposition of: 0 | ||||||
| (iv) | Shared power to dispose or to direct the disposition of: 64,374 (See Note 4) | ||||||
| CUSIP No. 58450D104 | 13G/A | Page 6 of 9 Pages |
Note 4:
Francis Capital Management, LLC is an investment advisor that is registered under the Investment Advisors Act of 1940. Francis Capital Management, LLC, which serves as the general partner and investment manager to Catalysis Partners, LLC, (the Fund"), may be deemed to be the beneficial owner of all shares of Common Stock held by the Fund. Mr. John Francis, as Managing Member of Francis Capital Management, LLC, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by the Fund.
Note 5:
Based on 1,683,263 outstanding shares of Common Stock Class A as of May 11, 2020, as represented by the Issuer in the Form 10-Q filed with the Securities and Exchange Commission on May 15, 2020.
| Item 5. |
Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ X ].
|
| Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person:
|
| Not Applicable |
| CUSIP No. 58450D104 | 13G/A | Page 7 of 9 Pages |
| Item 10. | Certifications: |
|
Each of the Reporting Persons makes the following certification:
By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. |
| Date: June 23, 2020 |
|
CATALYSIS PARTNERS, LLC By: Francis Capital Management, LLC, its General Partner By: /s/ John Francis Name: John Francis Title: Managing Member
FRANCIS CAPITAL MANAGEMENT, LLC By: /s/ John Francis Name: John Francis Title: Managing Member
John Francis By: /s/ John Francis
|
| CUSIP No. 58450D104 | 13G/A | Page 8 of 9 Pages |
EXHIBIT A
Joint Filing Agreement Pursuant to Rule 13d-1
This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities Exchange Act of 1934, as amended (the "Act") by and among the parties listed below, each referenced to herein as a "Joint Filer". The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the rules thereunder may be filed on each of his, her or its behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1(k).
| Dated: June 23, 2020 | ||
|
CATALYSIS PARTNERS, LLC By: Francis Capital Management, LLC, its General Partner By: /s/ John Francis Name: John Francis Title: Managing Member
FRANCIS CAPITAL MANAGEMENT, LLC By: /s/ John Francis Name: John Francis Title: Managing Member
John Francis By: /s/ John Francis | ||
| CUSIP No. 58450D104 | 13G/A | Page 9 of 9 Pages |