[SCHEDULE 13D/A] Mediaco Holding Inc. SEC Filing

Rhea-AI Filing Summary

Standard General L.P. and individual Kim Soohyung report a combined 49.88% beneficial interest in MediaCo Holding Inc.'s Class A common stock, representing 40,839,597 shares. The Amendment No. 18 to the Schedule 13D updates Item 5 to reflect a distribution on September 12, 2025 by a private investment vehicle managed by Standard General of 2,105,596 Class A shares issued for no consideration. The filing states no other transactions in the prior 60 days. Percentage calculations use the Issuer's reported outstanding shares as of August 1, 2025 and a September 8, 2025 issuance. The reporting persons disclose shared voting and dispositive power over the reported shares and identify Standard General as an investment adviser entity and Kim Soohyung as an individual reporting person.

Positive

• Clear disclosure of aggregate beneficial ownership: 40,839,597 shares (49.88% of Class A).
• Updated event disclosed: distribution of 2,105,596 Class A shares on September 12, 2025.
• Reporting cites issuer sources used to calculate percentages, improving transparency.

Negative

• High ownership concentration nearing 50% reduces public float and centralizes voting power.
• Shared control may create governance uncertainty for independent shareholders given coordinated voting power.

Insights

Corporate Governance Expert

TL;DR: A near-50% shared stake gives the reporting group substantial influence over corporate governance and voting outcomes.

The filing documents that Standard General L.P. and Kim Soohyung beneficially control 40,839,597 Class A shares, or 49.88% of the class. From a governance perspective, this concentration likely affords the group meaningful ability to influence board composition, strategic actions, and major shareholder votes that require a simple majority of Class A voting power. The disclosure of shared voting and dispositive power is consistent with coordinated control rather than independent passive ownership. The September 12, 2025 distribution from a managed private vehicle increased reported holdings and is material to ownership calculations used by investors and the issuer.

Securities Analyst

TL;DR: This amendment materially updates ownership metrics and clarifies recent share movements; it is important for valuation and float assessments.

The report confirms 40,839,597 Class A shares under shared control, representing 49.88% of Class A on the issuer's disclosed share base. The filing references specific issuer filings used to compute percentages, including 48,264,309 Class A shares and 5,413,197 convertible Class B shares as of August 1, 2025, and a 28,205,938 issuance on September 8, 2025. The distribution of 2,105,596 shares by a managed vehicle for no consideration is a discrete event affecting free float and ownership concentration. For market participants, this clarifies voting dynamics and available float for trading or takeover scenarios.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 18)

MediaCo Holding Inc.

(Name of Issuer)

Class A Common Stock, $0.01 par value per share

(Title of Class of Securities)

58450D104

(CUSIP Number)

Standard General L.P.
767 5th Ave, 12th Fl, Attn: Joseph Mause
New York, NY, 10153
212-257-4701

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/12/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on 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).

SCHEDULE 13D

CUSIP No. 58450D104

1

Name of reporting person

Standard General L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 40,839,597.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 40,839,597.00

11

Aggregate amount beneficially owned by each reporting person

40,839,597.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

49.88 %

14

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person:

(1) See Item 5.

SCHEDULE 13D

CUSIP No. 58450D104

1

Name of reporting person

Kim Soohyung

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 40,839,597.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 40,839,597.00

11

Aggregate amount beneficially owned by each reporting person

40,839,597.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

49.88 %

14

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person:

(1) See Item 5.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, $0.01 par value per share
(b)	Name of Issuer: MediaCo Holding Inc.
(c)	Address of Issuer's Principal Executive Offices: 767 Fifth Avenue, 12th Floor, New York, NEW YORK , 10153.
Item 1 Comment: This Amendment No.18 to Schedule 13D (the "Amendment") relates to Class A Common Stock ("Class A 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, March 30, 2020, April 24, 2020, May 22, 2020, September 2, 2020, September 23, 2020, May 21, 2021, November 29, 2021, December 21, 2021, January 10, 2022, March 24, 2022, June 30, 2022, July 29, 2022, December 30, 2022, August 11, 2023, April 4, 2024, and April 22, 2024 (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 Item 5 of the Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	See Items 7-13 of the cover pages and Item 2 above.
(b)	See Items 7-13 of the cover pages and Item 2 above.
(c)	On September 12, 2025, a private investment vehicle management by Standard General L.P. distributed 2,105,596 shares of the Issuer's Class A Common Stock in accordance with the terms of the investment vehicle for no consideration. Other than such grant and distribution, 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 Amendment. The percentages reported herein are based on a statement in (i) the Issuer's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (the "SEC") on August 11, 2025, that there were 48,264,309 shares of the Issuer's Class A Common Stock outstanding and 5,413,197 shares of the Issuer's Class B Common Stock, which are convertible into the Issuer's Class A Common Stock, outstanding, each as of August 1, 2025, and (ii) the Issuer's Current Report on Form 8-K, filed with the SEC on September 12, 2025, that 28,205,938 shares of the Issuer's Class A Common Stock were issued on September 8, 2025.
(d)	Not applicable.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Standard General L.P.

Signature:	/s/ Joseph Mause
Name/Title:	Joseph Mause, Chief Financial Officer
Date:	09/12/2025

Kim Soohyung

Signature:	/s/ Kim Soohyung
Name/Title:	Kim Soohyung
Date:	09/12/2025

FAQ

What stake does Standard General report in MediaCo Holding Inc. (MDIA)?

The filing reports a combined beneficial ownership of 40,839,597 Class A shares, representing 49.88% of the Class A common stock.

What event prompted this Schedule 13D/A filing for MDIA?

The Amendment updates Item 5 to report a distribution of 2,105,596 Class A shares by a private investment vehicle managed by Standard General on September 12, 2025.

How were the percentage ownership figures calculated?

Percentages use the issuer's reported totals: 48,264,309 Class A shares and 5,413,197 Class B convertible shares as of August 1, 2025, and an issuance of 28,205,938 Class A shares on September 8, 2025, as cited in the filing.

Do the reporting persons have sole voting power over the shares?

No. The filing states 0 sole voting power and reports shared voting power and shared dispositive power over the 40,839,597 shares.

Did the reporting persons transact other shares in the 60 days before the filing?

Other than the September 12, 2025 distribution, the filing states they did not effect any transactions in the 60-day period prior to this Amendment.