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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LIN Media LLC [ NYSE: LIN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/08/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 08/08/2013 | S(1) | 42,153 | D | $14.97 | 552,649 | I(2)(3) | See footnotes(2)(3) | ||
Class A Common Stock | 08/08/2013 | S(4) | 551 | D | $14.97 | 552,098 | I(3)(5) | See footnotes(3)(5) | ||
Class A Common Stock | 08/08/2013 | S(1) | 544,972 | D | $14.33 | 7,126 | I(3)(6) | See footnotes(3)(6) | ||
Class A Common Stock | 08/08/2013 | S(4) | 7,126 | D | $14.33 | 0 | I(3)(7) | See footnotes(3)(7) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. On August 8, 2013, Hicks, Muse, Tate & Furst Equity Fund III, L.P., a Delaware limited partnership ("Fund III"), sold 587,125 shares of Class A Common Stock pursuant to a plan of disposition adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the "Exchange Act"). |
2. Of the 552,649 shares of Class A Common Stock, (a) 544,972 shares are held of record by Fund III, and (b) 7,677 shares are held of record by HM3 Coinvestors, L.P., a Texas limited partnership ("HM3 Coinvestors"). |
3. HM3/GP Partners, L.P., a Texas limited partnership ("HM3/GP Partners"), is the sole general partner of Fund III. Hicks Muse GP Partners III, L.P., a Texas limited partnership ("GP Partners III"), is the sole general partner of HM3/GP Partners and HM3 Coinvestors. Hicks Muse Fund III Incorporated, a Texas corporation ("Fund III Incorporated"), is the sole general partner of GP Partners III. HM3/GP may be deemed to beneficially own all of the securities held directly by Fund III, and GP Partners III and Fund III Incorporated may be deemed to beneficially own all of the securities held directly by Fund III and HM3 Coinvestors. Each of HM3/GP, GP Partners III and Fund III Incorporated disclaim beneficial ownership of such securities except to the extent of any of their respective pecuniary interest therein. |
4. On August 8, 2013, HM3 Coinvestors sold 7,677 shares of Class A Common Stock pursuant to a plan of disposition adopted in accordance with Rule 10b5-1 of the Exchange Act. |
5. Of the 552,098 shares of Class A Common Stock, (a) 544,972 shares are held of record by Fund III, and (b) 7,126 shares are held of record by HM3 Coinvestors. |
6. All shares of Class A Common Stock are held of record by HM3 Coinvestors. |
7. Prior to the sale of the 7,126 shares of Class A Common Stock, HM3 Coinvestors was the holder of record of such shares. |
Remarks: |
The reporting persons may be deemed to be members of a group with other affiliated entities that collectively are 10% owners. The referenced relationships are described in more detail in Amendment No. 4 to Schedule 13D filed on June 13, 2013 by the reporting persons and, among other persons, Hicks, Muse, Tate & Furst Equity Fund IV, L.P., Hicks, Muse, Tate & Furst Private Equity Fund IV, L.P., Hicks, Muse & Co. Partners, L.P., HM4-EQ Coinvestors, L.P. and John R. Muse (collectively, the "Affiliated LIN Reporting Persons"). The reporting persons disclaim the existence of a group and disclaim beneficial ownership of any securities held by the other Affiliated LIN Reporting Persons. |
SEE ATTACHMENTS | 08/12/2013 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |