SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MUSE JOHN R

(Last)

(First)

(Middle)

2100 MCKINNEY AVENUE, SUITE 1600

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NEXSTAR MEDIA GROUP, INC. [ NXST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/03/2017		S⁽¹⁾		41	D	$70.0626⁽²⁾	7,405	D
Class A Common Stock	04/03/2017		S⁽³⁾		1	D	$70.0626⁽²⁾	58	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock	04/03/2017		S⁽⁶⁾		2	D	$70.0626⁽²⁾	428	I	See Footnotes⁽⁵⁾⁽⁷⁾
Class A Common Stock	04/03/2017		S⁽⁸⁾		4,235	D	$70.0626⁽²⁾	768,910	I	See Footnotes⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Class A Common Stock	04/03/2017		S⁽¹²⁾		55	D	$70.0626⁽²⁾	10,055	I	See Footnotes⁽¹⁰⁾⁽¹¹⁾⁽¹³⁾
Class A Common Stock	04/03/2017		S⁽¹⁴⁾		1,097	D	$70.0626⁽²⁾	199,092	I	See Footnotes⁽¹⁰⁾⁽¹¹⁾⁽¹⁵⁾
Class A Common Stock	04/03/2017		S⁽¹⁶⁾		7	D	$70.0626⁽²⁾	1,339	I	See Footnotes⁽¹⁰⁾⁽¹¹⁾⁽¹⁷⁾
Class A Common Stock	04/03/2017		S⁽¹⁸⁾		17	D	$70.0626⁽²⁾	3,089	I	See Footnotes⁽¹⁰⁾⁽¹¹⁾⁽¹⁹⁾
Class A Common Stock	04/03/2017		S⁽²⁰⁾		59	D	$70.0626⁽²⁾	10,696	I	See Footnotes⁽¹⁰⁾⁽¹¹⁾⁽²¹⁾
Class A Common Stock	04/03/2017		S⁽²²⁾		2	D	$70.0626⁽²⁾	419	I	See Footnotes⁽¹⁰⁾⁽¹¹⁾⁽²³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Sold by Mr. Muse pursuant to a plan of disposition adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the "10b5-1 Plan").

2. The shares were sold in multiple trades at prices ranging from $70.00 to $70.18. The price reported above reflects the weighted average sale price. Mr. Muse hereby undertakes to provide to the Securities and Exchange Commission staff (the "Staff"), the issuer or any security holder of the issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

3. Sold by Muse Family Enterprises, Ltd., a Texas limited partnership ("MFE"), pursuant to the 10b5-1 Plan.

4. Held of record by MFE.

5. MFE and JRM Interim Investors, L.P., a Texas limited partnership ("JRM"), are both indirectly beneficially owned by Mr. Muse. However, Mr. Muse disclaims beneficial ownership of the issuer's securities held of record by MFE and JRM except to the extent of his pecuniary interest therein.

6. Sold by JRM pursuant to the 10b5-1 Plan.

7. Held of record by JRM.

8. Sold by Hicks, Muse, Tate & Furst Equity Fund III, L.P., a Delaware limited partnership ("Fund III") pursuant to the 10b5-1 Plan.

9. Held of record by Fund III.

10. Mr. Muse is an executive officer of the ultimate general partner of each of Fund III, HM3 Coinvestors, L.P., a Texas limited partnership ("HM3 Coinvestors"), Hicks, Muse, Tate & Furst Equity Fund IV, L.P., a Delaware limited partnership ("Fund IV"), Hicks, Muse, Tate & Furst Private Equity Fund IV, L.P., a Delaware limited partnership ("Private Fund IV"), HM4-EQ Coinvestors, L.P., a Texas limited partnership ("HM4-EQ Coinvestors"), Hicks, Muse & Co. Partners, L.P., a Texas limited partnership ("HM&Co.") and HM Capital Partners I LP, a Delaware limited partnership ("HMCP I"). In addition, Mr. Muse is the sole member of the committee that exercises voting and dispositive power over the issuer's securities held by the ultimate general partner of each of Fund III, HM3 Coinvestors, Fund IV, Private Fund IV, HM4-EQ Coinvestors, HM&Co. and HMCP I. Accordingly, Mr. Muse (Continued in footnote 11)

11. may be deemed to beneficially own all of the issuer's securities held directly by Fund III, HM3 Coinvestors, Private Fund IV, Fund IV, HM4-EQ Coinvestors, HM&Co. and HMCP I. However, Mr. Muse disclaims beneficial ownership of the issuer's securities held by Fund III, HM3 Coinvestors, Fund IV, Private Fund IV, HM4-EQ Coinvestors, HM&Co. and HMCP I except to the extent of his pecuniary interest therein.

12. Sold by HM3 Coinvestors pursuant to the 10b5-1 Plan.

13. Held of record by HM3 Coinvestors.

14. Sold by Fund IV pursuant to the 10b5-1 Plan.

15. Held of record by Fund IV.

16. Sold by Private Fund IV pursuant to the 10b5-1 Plan.

17. Held of record by Private Fund IV.

18. Sold by HM4-EQ Coinvestors pursuant to the 10b5-1 Plan.

19. Held of record by HM4-EQ Coinvestors.

20. Sold by HM&Co. pursuant to the 10b5-1 Plan.

21. Held of record by HM&Co.

22. Sold by HMCP I pursuant to the 10b5-1 Plan.

23. Held of record by HMCP I.

Remarks:

	/s/ David W. Knickel, attorney-in-fact	04/05/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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