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)

C/O HICKS, MUSE, TATE & FURST INCORP.

200 CRESCENT COURT, SUITE 1600

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LIN TV CORP. [ NYSE:TVL ]

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)
06/13/2013

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	06/13/2013		C		6,814	A	⁽¹⁾	6,814	D
Class A Common Stock	06/13/2013		C		149	A	⁽²⁾	6,963	I⁽³⁾	See Footnote⁽³⁾
Class A Common Stock	06/13/2013		C		1,072	A	⁽⁴⁾	8,035	I⁽⁵⁾	See Footnote⁽⁵⁾
Class A Common Stock	06/13/2013		C		2,491,965	A	⁽⁶⁾	2,500,000	I⁽⁷⁾⁽⁸⁾	See Footnotes⁽⁷⁾⁽⁸⁾

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)
Class B Common Stock	⁽⁹⁾	06/13/2013		C			6,814	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	6,814	⁽¹⁾	68,772	I⁽¹¹⁾	See Footnote⁽¹¹⁾
Class B Common Stock	⁽⁹⁾	06/13/2013		C			149	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	149	⁽²⁾	68,623	I⁽¹²⁾	See Footnote⁽¹²⁾
Class B Common Stock	⁽⁹⁾	06/13/2013		C			1,072	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	1,072	⁽⁴⁾	67,551	I⁽¹³⁾	See Footnote⁽¹³⁾
Class B Common Stock	⁽⁹⁾	06/13/2013		C			2,491,965	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	2,491,965	⁽⁶⁾	20,808,774	I⁽⁸⁾⁽¹⁴⁾	See Footnotes⁽⁸⁾⁽¹⁴⁾

Explanation of Responses:

1. On June 13, 2013, 6,814 shares of Class B Common Stock were converted into 6,814 shares of Class A Common Stock at the holder's option for no additional consideration.

2. On June 13, 2013, 149 shares of Class B Common Stock were converted into 149 shares of Class A Common Stock at the holder's option for no additional consideration.

3. Directly owned by Muse Family Enterprises, Ltd.,a Texas limited partnership ("MFE"). Indirectly beneficially owned by Mr. Muse. Mr. Muse, disclaims beneficial ownership except to the extent of any pecuniary interest therein.

4. On June 13, 2013, 1,072 shares of Class B Common Stock were converted into 1,072 shares of Class A Common Stock at the holder's option for no additional consideration.

5. Directly owned by JRM Interim Investors L.P., a Texas limited partnership ("JRM"). Indirectly beneficially owned by Mr. Muse. Mr. Muse disclaims beneficial ownership except to the extent of any pecuniary interest therein.

6. On June 13, 2013, 2,491,965 shares of Class B Common Stock were converted into 2,491,965 shares of Class A Common Stock at the holders' option for no additional consideration.

7. Of the 2,491,965 shares of Class A Common Stock, (a) 1,926,499 shares are directly owned by Hicks, Muse, Tate & Furst Equity Fund III, L.P., a Delaware limited partnership ("Fund III"), (b) 25,193 shares are directly owned by HM3 Coinvestors, L.P., a Texas limited partnership ("HM3 Coinvestors"), (c) 3,355 shares are directly owned by Hicks, Muse, Tate & Furst Private Equity Fund IV, L.P., a Delaware limited partnership ("Private Fund IV"), (d) 498,825 shares are directly owned by Hicks, Muse, Tate & Furst Equity Fund IV, L.P., a Delaware limited partnership ("Fund IV"), (d) 7,741 shares are directly owned by HM4-EQ Coinvestors, L.P., a Texas limited partnership ("HM4-EQ Coinvestors"), and (e) 30,352 shares are directly owned by Hicks, Muse & Co. Partners, L.P., a Texas limited partnership ("HM&Co."). Mr. Muse disclaims beneficial ownership of the 2,491,965 shares of Class A Common Stock, except to the extent of any pecuniary interest therein.

8. Mr. Muse is an executive officer of the ultimate general partner of each of Fund III, HM3 Coinvestors, Private Fund IV, Fund IV, HM4-EQ Coinvestors and HM&Co. In addition, Mr. Muse is a voting member of a two-person committee that exercises voting and dispositive powers over the LIN TV securities held by the ultimate general partner of each of Fund III, HM3 Coinvestors, Private Fund IV, Fund IV, HM4-EQ Coinvestors and HM&Co.

9. Each share of Class B Common Stock is convertible into (i) one fully paid and non-assessable share of Class A Common Stock or (ii) one fully paid and non-assessable share of Class C Common Stock upon the election of the holder for no additional consideration.

10. At any time upon the election of the holder for no additional consideration; provided that (i) any necessary approvals of the Federal Communications Commission have been obtained prior to any conversion, and (ii) no shares of Class B Common Stock will be converted into shares of Class C Common Stock unless the holders of at least a majority of the Class B Common Stock approve such conversion.

11. Of the 68,772 shares of Class B Common Stock, (a) 57,283 shares are directly owned by Mr. Muse, (b) 1,404 shares were directly owned by MFE, and (c) 10,085 shares were directly owned by JRM. Mr. Muse is an executive officer of MFE's and JRM's general partner. Mr. Muse disclaims beneficial ownership of the shares held by MFE and JRM, except to the extent of any pecuniary interest therein.

12. Of the 68,623 shares of Class B Common Stock, (a) 57,283 shares are directly owned by Mr. Muse, (b) 1,255 shares are directly owned by MFE, and (c) 10,085 shares were directly owned by JRM. Mr. Muse is an executive officer of MFE's and JRM's general partner. Mr. Muse disclaims beneficial ownership of the shares held by MFE and JRM, except to the extent of any pecuniary interest therein.

13. Of the 67,551 shares of Class B Common Stock, (a) 57,283 shares are directly owned by Mr. Muse, (b) 1,255 shares are directly owned by MFE, and (c) 9,013 shares are directly owned by JRM. Mr. Muse is an executive officer of MFE's and JRM's general partner. Mr. Muse disclaims beneficial ownership of the shares held by MFE and JRM, except to the extent of any pecuniary interest therein.

14. Of the 20,808,774 shares of Class B Common Stock, (a) 16,195,611 shares are directly owned by Fund III, (b) 211,787 shares are directly owned by HM3 Coinvestors, (c) 28,207 shares are directly owned by Private Fund IV, (d) 4,193,504 shares are directly owned by Fund IV, (e) 65,079 shares are directly owned by HM4-EQ Coinvestors, and (f) 114,586 shares are directly owned by HM&Co. Mr. Muse disclaims beneficial ownership of the 20,808,774 shares of Class B Common Stock, except to the extent of any pecuniary interest therein.

	/s/ John R. Muse	06/14/2013
	** Signature of Reporting Person	Date
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