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^*

BERNS STEVEN

(Last)

(First)

(Middle)

C/O TRIBUNE MEDIA COMPANY

220 EAST 42ND STREET, 10TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/04/2014

3. Issuer Name and Ticker or Trading Symbol
TRIBUNE MEDIA CO [ TRCO ]

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

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

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	2,316	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)
Stock Options (right to buy)	⁽¹⁾	07/29/2023	Class A Common Stock	12,448	$60.2	D
Stock Options (right to buy)	⁽²⁾	02/11/2024	Class A Common Stock	52,950	$73.75	D
Stock Options (right to buy)	⁽³⁾	03/05/2024	Class A Common Stock	9,259	$79.14	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	11,680	⁽⁴⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	4,743	⁽⁵⁾	D

Explanation of Responses:

1. These options were granted on July 29, 2013 and vest and become exercisable ratably in four installments on each anniversary of March 1, 2013, subject to continued employment. 3,112 of these options are currently vested.

2. These options were granted on February 11, 2014 and vest and become exercisable ratably in four installments on each anniversary of February 11, 2014, subject to continued employment. None of these options are currently vested.

3. These options were granted on March 5, 2014 and vest and become exercisable ratably in four installments on each anniversary of February 11, 2014, subject to continued employment. None of these options are currently vested.

4. Each restricted stock unit ("RSU") is the economic equivalent of one share of the Issuer's Class A Common Stock and may be settled in shares of the Issuer's Class A Common Stock or cash, in the Issuer's discretion. Of these RSUs, 3,738 were granted on July 29, 2013 and 7,942 were granted on February 11, 2014. These RSUs will become vested and settled ratably in three remaining installments after the date hereof on March 1, 2015, 2016 and 2017, subject to continued employment. A first installment of these RSU grants vested and settled prior to the date hereof and therefore is not included in this number.

5. Of these RSUs, 4,067 were granted on February 11, 2014 and 676 were granted on March 5, 2014. These RSUs will become vested and settle ratably in four installments on each anniversary of February 11, 2014, subject to continued employment.

	/s/ Edward P. Lazarus, Attorney-in-Fact for Steven Berns	12/04/2014
	** 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.