SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

ALFORD ANDREW

(Last)

(First)

(Middle)

C/O NEXSTAR MEDIA GROUP, INC.

545 E. JOHN CARPENTER FREEWAY, SUITE 700

(Street)

IRVING

75062

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2021

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	3,780	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾	⁽²⁾	Class A Common Stock	625	$0.00	D
Restricted Stock Units	⁽³⁾	⁽²⁾	Class A Common Stock	1,875	$0.00	D
Restricted Stock Units	⁽⁴⁾	⁽²⁾	Class A Common Stock	2,000	$0.00	D
Restricted Stock Units	⁽⁵⁾	⁽²⁾	Class A Common Stock	3,000	$0.00	D
Restricted Stock Units	⁽⁶⁾	⁽²⁾	Class A Common Stock	5,000	$0.00	D
Restricted Stock Units	⁽⁷⁾	⁽²⁾	Class A Common Stock	5,000	$0.00	D

Explanation of Responses:

1. 2,500 restricted stock units (RSUs) were awarded on August 18, 2017, of which, 625 RSUs vest at each anniversary of the award through August 18, 2021. As of June 1, 2021, 1,875 RSUs were vested and 625 RSUs are unvested.

2. The RSUs have no expiration date. However all unvested portion of RSU shall be forfeited and canceled should the awardee be terminated for any reason other than a company change of control. As RSU vests, they are converted into shares of Class A common stock on a one-for-one basis as the vesting date.

3. 7,500 RSUs were awarded on March 15, 2018, of which, 1,875 RSUs vest at each anniversary of the award through March 15, 2022. As of June 1, 2021, 5,625 RSUs were vested and 1,875 RSU's are unvested.

4. 4,000 RSUs were awarded on March 20, 2019, of which, 1,000 RSUs vest at each anniversary of the award through March 20, 2023. As of June 1, 2021, 2,000 RSUs were vested and 2,000 RSU's are unvested.

5. 4,000 RSUs were awarded on April 15, 2020, of which, 1,000 RSUs vest at each anniversary of the award through April 15, 2024. As of June 1, 2021, 1,000 RSUs were vested and 3,000 RSUs are unvested.

6. 5,000 RSUs were awarded on May 17, 2021, of which, 1,250 RSUs vest at each anniversary of the award through May 17, 2025. As of June 1, 2021, 5,000 RSUs are unvested.

7. 5,000 performance-based RSUs ("PSUs") were awarded on May 17, 2021, of which 1,250 PSUs vest at each anniversary of the award through May 17, 2025, subject to the achievement of pre-established company performance metrics. As of June 1, 2021, 5,000 PSUs are unvested.

Remarks:

	/s/ Mark Hoyla, Attorney-in-Fact for Andrew Alford	06/10/2021
	** 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 5 (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.