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 INC.

2100 MCKINNEY AVENUE, SUITE 1600

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LIN Media LLC [ NYSE: LIN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2014

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)
Class A Common Shares	06/12/2014		C		8,177	A	⁽¹⁾	13,577	D⁽²⁾
Class A Common Shares	06/12/2014		C		179	A	⁽³⁾	179	I⁽⁴⁾⁽⁵⁾⁽⁶⁾	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾
Class A Common Shares	06/12/2014		C		1,287	A	⁽⁷⁾	1,466	I⁽⁴⁾⁽⁵⁾⁽⁸⁾	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁸⁾
Class A Common Shares	06/12/2014		C		2,990,357	A	⁽⁹⁾	2,991,823	I⁽⁴⁾⁽⁵⁾⁽¹⁰⁾	See Footnotes⁽⁴⁾⁽⁵⁾⁽¹⁰⁾
Class A Common Shares	10/28/2014		M⁽¹¹⁾⁽¹²⁾		50,000	A	$4.24⁽¹¹⁾	63,577	D⁽²⁾
Class A Common Shares	10/28/2014		F⁽¹³⁾		9,107	D	$23.28	54,470	D⁽²⁾

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 Shares	⁽¹⁴⁾	06/12/2014		C			8,177	⁽¹⁵⁾	⁽¹⁵⁾	Class A Common Shares	8,177	⁽¹⁾	49,106	D
Class B Common Shares	⁽¹⁴⁾	06/12/2014		C			179	⁽¹⁵⁾	⁽¹⁵⁾	Class A Common Shares	179	⁽³⁾	20,818,863	I⁽⁴⁾⁽⁵⁾⁽¹⁶⁾	See Footnotes⁽⁴⁾⁽⁵⁾⁽¹⁶⁾
Class B Common Shares	⁽¹⁴⁾	06/12/2014		C			1,287	⁽¹⁵⁾	⁽¹⁵⁾	Class A Common Shares	1,287	⁽⁷⁾	20,817,576	I⁽⁴⁾⁽⁵⁾⁽¹⁷⁾	See Footnotes⁽⁴⁾⁽⁵⁾⁽¹⁷⁾
Class B Common Shares	⁽¹⁴⁾	06/12/2014		C			2,990,357	⁽¹⁵⁾	⁽¹⁵⁾	Class A Common Shares	2,990,357	⁽⁹⁾	17,827,219	I⁽⁴⁾⁽⁵⁾⁽¹⁸⁾	See Footnotes⁽⁴⁾⁽⁵⁾⁽¹⁸⁾
Class A Common Share Options	$4.24	10/28/2014		M⁽¹¹⁾⁽¹²⁾			50,000	09/18/2013⁽¹¹⁾	09/18/2022	Class A Common Shares	50,000	$0.00	50,000	D⁽¹¹⁾

Explanation of Responses:

1. On June 12, 2014, 8,177 Class B Common Shares were converted into 8,177 Class A Common Shares at the holder's election for no additional consideration. All 8,177 Class B Common Shares were held of record by Mr. Muse.

2. The amount includes 5,400 restricted Class A Common Shares, which vest over three years. Twenty five percent (25%) of the shares vested on the first anniversary of the grant date (which was September 10, 2013), twenty five percent (25%) will vest on the second anniversary of the grant date, and fifty percent (50%) of the shares will vest on the third anniversary of the grant date.

3. On June 12, 2014, 179 Class B Common Shares were converted into 179 Class A Common Shares at the holder's election for no additional consideration. All 179 Class B Common Shares were held of record by MFE (defined below).

4. Mr. Muse is an executive officer of the ultimate general partner of each of Hicks, Muse, Tate & Furst Equity Fund III, L.P., a Delaware limited partnership ("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") and Hicks, Muse & Co. Partners, L.P., a Texas limited partnership ("HM&Co."). In addition, Mr. Muse is a voting member of a two-person committee that exercises voting and dispositive powers 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 and HM&Co.

5. (continued from footnote 4) Accordingly, Mr. Muse may be deemed to beneficially own all of the securities held directly by Fund III, HM3 Coinvestors, Private Fund IV, Fund IV, HM4-EQ Coinvestors and HM&Co. Additionally, Mr. Muse indirectly beneficially owns all of the securities held by Muse Family Enterprises, Ltd., a Texas limited partnership ("MFE") and JRM Interim Investors, L.P., a Texas limited partnership ("JRM"). However, Mr. Muse disclaims beneficial ownership of the shares held by Fund III, HM3 Coinvestors, Fund IV, Private Fund IV, HM4-EQ Coinvestors, HM&Co., MFE and JRM except to the extent of his pecuniary interest therein.

6. All of the 179 Class A Common Shares are held of record by MFE.

7. On June 12, 2014, 1,287 Class B Common Shares were converted into 1,287 Class A Common Shares at the holder's election for no additional consideration. All 1,287 Class B Common Shares were held of record by JRM.

8. Of the 1,466 Class A Common Shares, (a) 179 shares are held of record by MFE and (b) 1,287 are held of record by JRM.

9. On June 12, 2014, 2,990,357 Class B Common Shares were converted into 2,990,357 Class A Common Shares at the holders' election for no additional consideration. The 2,990,357 Class B Common Shares were held of record as follows: 2,311,798 shares by Fund III, 30,231 shares by HM3 Coinvestors, 598,590 shares by Fund IV, 4,026 shares by Private Fund IV, 36,422 shares by HM&Co. and 9,290 shares by HM4-EQ Coinvestors.

10. Of the 2,991,823 Class A Common Shares, (a) 179 shares are held of record by MFE, (b) 1,287 are held of record by JRM, (c) 2,311,798 are held of record by Fund III, (d) 30,231 shares are held of record by HM3 Coinvestors, (e) 598,590 shares are held of record by Fund IV, (f) 4,026 shares are held of record by Private Fund IV, (g) 36,422 shares are held of record by HM&Co. and (h) 9,290 shares are held of record by HM4-EQ Coinvestors.

11. On September 18, 2012, Mr. Muse was granted an option to purchase 100,000 Class A Common Shares, with an exercise price of $4.24, vesting in three annual installments from the grant date. Twenty five percent (25%) of the shares vested on the first and second anniversaries of the grant date, and the remaining fifty percent (50%) will vest on the third anniversary of the grant date.

12. On October 28, 2014, Mr. Muse exercised his option to purchase all of the 50,000 Class A Common Shares that had vested. The exercise price and any withholding tax were paid by net settlement of the option.

13. Represents the net settlement of Mr. Muse's vested stock options by the issuer's withholding 9,107 shares.

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

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

16. Of the 20,818,863 Class B Common Shares, (a) 1,076 shares are held of record by MFE, (b) 9,013 are held of record by JRM, (c) 16,195,611 are held of record by Fund III, (d) 211,787 shares are held of record by HM3 Coinvestors, (e) 4,193,504 shares are held of record by Fund IV, (f) 28,207 shares are held of record by Private Fund IV, (g) 114,586 shares are held of record by HM&Co. and (h) 65,079 shares are held of record by HM4-EQ Coinvestors.

17. Of the 20,817,576 Class B Common Shares, (a) 1,076 shares are held of record by MFE, (b) 7,726 are held of record by JRM, (c) 16,195,611 are held of record by Fund III, (d) 211,787 shares are held of record by HM3 Coinvestors, (e) 4,193,504 shares are held of record by Fund IV, (f) 28,207 shares are held of record by Private Fund IV, (g) 114,586 shares are held of record by HM&Co. and (h) 65,079 shares are held of record by HM4-EQ Coinvestors.

18. Of the 17,827,219 Class B Common Shares, (a) 1,076 shares are held of record by MFE, (b) 7,726 are held of record by JRM, (c) 13,883,813 are held of record by Fund III, (d) 181,556 shares are held of record by HM3 Coinvestors, (e) 3,594,914 shares are held of record by Fund IV, (f) 24,181 shares are held of record by Private Fund IV, (g) 78,164 shares are held of record by HM&Co. and (h) 55,789 shares are held of record by HM4-EQ Coinvestors.

Remarks:

	/s/ John R. Muse	10/30/2014
	** Signature of Reporting Person	Date
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