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^*

Conschafter James R

(Last)

(First)

(Middle)

333 EAST FRANKLIN STREET

(Street)

RICHMOND

23219

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MEDIA GENERAL INC [ MEG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2014

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)
Voting Common Stock (no par value)	12/19/2014		D		20,400	D	⁽¹⁾	0	D
Voting Common Stock (no par value)	12/19/2014		D		17,560	D	⁽¹⁾	0	I	401(k) Plan

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)
Employee Stock Option (right to buy)	$63.18	12/19/2014		D			8,500	⁽²⁾	01/27/2015	Voting Common Stock (no par value)	8,500	⁽¹⁾	0	D
Employee Stock Option (right to buy)	$49.66	12/19/2014		D			12,400	⁽³⁾	01/26/2016	Voting Common Stock (no par value)	12,400	⁽¹⁾	0	D
Employee Stock Option (right to buy)	$20.3	12/19/2014		D			18,500	⁽⁴⁾	01/29/2018	Voting Common Stock (no par value)	18,500	⁽¹⁾	0	D
Employee Stock Option (right to buy)	$2.16	12/19/2014		D			12,333	⁽⁵⁾	01/29/2019	Voting Common Stock (no par value)	12,333	⁽¹⁾	0	D
Employee Stock Option (right to buy)	$8.9	12/19/2014		D			5,500	⁽⁶⁾	01/28/2020	Voting Common Stock (no par value)	5,500	⁽¹⁾	0	D
Employee Stock Option (right to buy)	$5.2	12/19/2014		D			6,100	⁽⁷⁾	01/27/2021	Voting Common Stock (no par value)	6,100	⁽¹⁾	0	D
Employee Stock Option (right to buy)	$4.98	12/19/2014		D			8,000	⁽⁸⁾	01/26/2022	Voting Common Stock (no par value)	8,000	⁽¹⁾	0	D
Employee Stock Option (right to buy)	$4.26	12/19/2014		D			10,600	⁽⁹⁾	01/31/2023	Voting Common Stock (no par value)	10,600	⁽¹⁾	0	D
Phantom Stock	⁽¹⁰⁾	12/19/2014		D			2,318	⁽¹¹⁾	⁽¹¹⁾	Voting Common Stock (no par value)	2,318	⁽¹⁾	0	D
Deferred Stock Units	⁽¹²⁾	12/19/2014		D			23,053	⁽¹²⁾	⁽¹²⁾	Voting Common Stock (no par value)	23,053	⁽¹²⁾	0	D

Explanation of Responses:

1. On December 19, 2014, Media General, Inc. ("Media General", formerly Mercury New Holdco, Inc.), MGOC, Inc. ("MGOC", formerly Media General, Inc.) and Lin Media LLC ("Lin") consummated a business combination transaction (the "Merger") as a result of which MGOC, Inc. and Lin Media LLC each became a direct wholly owned subsidiary of Media General. Pursuant to the Merger, (i) each share of voting common stock of MGOC was converted into one share of voting common stock of Media General ("Voting Common Stock") and (ii) each share representing a limited liability company interest in Lin was converted into 1.4714 shares of Voting Common Stock. Equity-based awards granted pursuant to MGOC plans and Lin plans that were outstanding immediately prior to the Merger were converted into awards in respect of Voting Common Stock at the closing of the Merger.

2. Options were granted under the Media General, Inc. 1995 Long-Term Incentive Plan, which became fully exercisable on 1/27/2008.

3. Options were granted under the Media General, Inc. 1995 Long-Term Incentive Plan, which became fully exercisable on 1/26/2009.

4. Options were granted under the Media General, Inc. 1995 Long-Term Incentive Plan, which became fully exercisable on 1/29/2011.

5. Options were granted under the Media General, Inc. 1995 Long-Term Incentive Plan, which became fully exercisable on 1/29/2012.

6. Options were granted under the Media General, Inc. 1995 Long-Term Incentive Plan, which became fully exercisable on 1/28/2013.

7. Options were granted under the Media General, Inc. 1995 Long-Term Incentive Plan, which became fully exercisable on 1/27/2014.

8. Options were granted under the Media General, Inc. 1995 Long-Term Incentive Plan, which become exercisable 1/3 per year on January 26, 2013, 2014, and 2015.

9. Options were granted under the Media General, Inc. 1995 Long-Term Incentive Plan, which become exercisable 1/3 per year on January 31, 2014, 2015, and 2016.

10. Units acquired under the Company's Supplemental 401(k) deferred compensation plan. Each unit is the economic equivalent of one share of common stock.

11. Units are payable in cash following the termination of the reporting person's employment. Upon attaining age 55, the reporting person may transfer the units into an alternative investment account at any time.

12. The reporting person received 46,107 Deferred Stock Units on November 12, 2013. One-half of such units vested on November 12, 2014, and one-half of such units will vest on November 12, 2015, subject to the reporting person's continued employment with Media General, Inc. through such date. Each vested unit entitles the reporting person to a payment in cash on the settlement date in an amount equal to the closing price per share of Media General, Inc.'s Voting Common Stock on the date of vesting.

Remarks:

	/s/ James R. Conschafter, by Andrew C. Carington, Attorney-in-fact	12/23/2014
	** Signature of Reporting Person	Date
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