Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.


Effective November 12, 2021, we appointed Ann Beemish, age 49, to the position of Executive Vice President and Chief Financial Officer and Treasurer of MediaCo Holding Inc. (the "Company"). Ryan A. Hornaday, formerly the Company's Executive Vice President, Chief Financial Officer and Treasurer, will retain the title of Executive Vice President. Ms. Beemish has over 26 years of financial and operational experience, and most recently served as the Company's Senior Vice President of Finance from March 15, 2021 until her appointment as Executive Vice President and Chief Financial Officer and Treasurer. Prior to joining the Company, Ms. Beemish served as the Global Head of People Operations before becoming the Head of Global Administration and Readiness for Knotel, Inc. from 2019 to 2021. She founded, Huppe Beemish LLC, in 2016, a financial and business consulting firm, where her primary client was Ion Media. Prior to the founding of her company, Ann rose through the ranks serving a broad array of finance roles during her 17 years at Granite Broadcasting Corporation reaching Senior Vice President of Operational Finance and Corporate Development. Ann started her career as an investment banking analyst at Donaldson, Lufkin and Jenrette followed by Merrill Lynch. Ms. Beemish is a graduate of St. John's University and received her MBA from New York University's Stern School of Business.

Ms. Beemish will receive an annual base salary of $300,000, and an annual performance bonus in an amount to be determined in the discretion of the compensation committee of the board of directors of the Company with a target of 50% of her base salary. On March 31, 2021, Ms. Beemish received a grant of 84,696 restricted shares of our Class A common stock, with such shares scheduled to vest in three equal installments on each anniversary of her hire date (March 15, 2021). Ms. Beemish also retains the right to participate in all of employee benefit plans for which she is otherwise eligible. The Company expects to memorialize in a formal employment agreement these terms, as well as any others that may be agreed upon between the Company and Ms. Beemish

Item 7.01. Regulation FD Disclosure.

On November 18, 2021, the Company issued the press release attached hereto as Exhibit 99.1 announcing the appointment of Ms. Beemish as the Company's Chief Financial Officer

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

See the Exhibit Index below, which is incorporated by reference herein.





Exhibit No.   Description
   99.1         Press Release regarding the appointment of Ms. Beemish dated November
              18, 2021.

    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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