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 INCORP.

200 CRESCENT COURT, 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	10% Owner
	Officer (give title below)	Other (specify below)

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)

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 Stock	08/08/2013		S⁽¹⁾		149	D	$14.97	761,748	I⁽²⁾⁽³⁾⁽⁴⁾	See footnotes⁽²⁾⁽³⁾⁽⁴⁾
Class A Common Stock	08/08/2013		S⁽⁵⁾		3	D	$14.97	761,745	I⁽⁴⁾⁽⁶⁾	See footnotes⁽⁴⁾⁽⁶⁾
Class A Common Stock	08/08/2013		S⁽⁷⁾		23	D	$14.97	761,722	I⁽⁴⁾⁽⁸⁾	See footnotes⁽⁴⁾⁽⁸⁾
Class A Common Stock	08/08/2013		S⁽⁹⁾		54,525	D	$14.97	707,197	I⁽⁴⁾⁽¹⁰⁾	See footnotes⁽⁴⁾⁽¹⁰⁾
Class A Common Stock	08/08/2013		S⁽¹⁾		1,927	D	$14.33	705,270	I⁽⁴⁾⁽¹¹⁾	See footnotes⁽⁴⁾⁽¹¹⁾
Class A Common Stock	08/08/2013		S⁽⁵⁾		40	D	$14.33	705,230	I⁽⁴⁾⁽¹²⁾	See footnotes⁽⁴⁾⁽¹²⁾
Class A Common Stock	08/08/2013		S⁽⁷⁾		301	D	$14.33	704,929	I⁽⁴⁾⁽¹³⁾	See footnotes⁽⁴⁾⁽¹³⁾
Class A Common Stock	08/08/2013		S⁽⁹⁾		704,929	D	$14.33	0	I⁽⁴⁾⁽¹⁴⁾	See footnotes⁽⁴⁾⁽¹⁴⁾

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)

Explanation of Responses:

1. On August 8, 2013, Mr. Muse sold 2,076 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 761,748 shares of Class A Common Stock, (a) 1,927 shares are directly owned by Mr. Muse, (b) 43 shares are directly owned by Muse Family Enterprises, Ltd., a Texas limited partnership ("MFE"), (c) 324 shares are directly owned by JRM Interim Investors, L.P., a Texas limited partnership ("JRM"), (d) 587,125 shares are directly owned by Hicks, Muse, Tate & Furst Equity Fund III, L.P., a Delaware limited partnership ("Fund III"), (e) 7,677 shares are directly owned by HM3 Coinvestors, L.P., a Texas limited partnership ("HM3 Coinvestors"), (f) 1,023 shares are directly owned by Hicks, Muse, Tate & Furst Private Equity Fund IV, L.P., a Delaware limited partnership ("Private Fund IV"), (Continued in Footnote 3)

3. (g) 152,020 shares are directly owned by Hicks, Muse, Tate & Furst Equity Fund IV, L.P., a Delaware limited partnership ("Fund IV"), (h) 2,357 shares are directly owned by HM4-EQ Coinvestors, L.P., a Texas limited partnership ("HM4-EQ Coinvestors"), and (i) 9,252 shares are directly owned by Hicks, Muse & Co. Partners, L.P., a Texas limited partnership ("HM&Co."). Except for the 1,927 shares directly owned by Mr. Muse and except to the extent of any pecuniary interest therein, Mr. Muse disclaims beneficial ownership of all such shares of Class A Common Stock.

4. Mr. Muse is an executive officer of the ultimate general partner of each of Fund III, HM3 Coinvestors, Private Fund IV, Fund IV, HM4-EQ Coinvestors and HM&Co. In addition, Mr. Muse is a voting member of a two-person committee that exercises voting and dispositive powers over the LIN TV securities held by the ultimate general partner of each of Fund III, HM3 Coinvestors, Private Fund IV, Fund IV, HM4-EQ Coinvestors and HM&Co.

5. On August 8, 2013, MFE sold 43 shares of Class A Common Stock pursuant to a plan of disposition adopted in accordance with Rule 10b5-1 of the Exchange Act. Mr. Muse disclaimed beneficial ownership of such shares except to the extent of any pecuniary interest therein.

6. Of the 761,745 shares of Class A Common Stock, (a) 1,927 shares are directly owned by Mr. Muse, (b) 40 shares are directly owned by MFE, (c) 324 shares are directly owned by JRM, (d) 587,125 shares are directly owned by Fund III, (e) 7,677 shares are directly owned by HM3 Coinvestors, (f) 1,023 shares are directly owned by Private Fund IV, (g) 152,020 shares are directly owned by Fund IV, (h) 2,357 shares are directly owned by HM4-EQ Coinvestors, and (i) 9,252 shares are directly owned by HM&Co. Except for the 1,927 shares directly owned by Mr. Muse and except to the extent of any pecuniary interest therein, Mr. Muse disclaims beneficial ownership of all such shares of Class A Common Stock.

7. On August 8, 2013, JRM sold 324 shares of Class A Common Stock pursuant to a plan of disposition adopted in accordance with Rule 10b5-1 of the Exchange Act. Mr. Muse disclaimed beneficial ownership of such shares except to the extent of any pecuniary interest therein.

8. Of the 761,722 shares of Class A Common Stock, (a) 1,927 shares are directly owned by Mr. Muse, (b) 40 shares are directly owned by MFE, (c) 301 shares are directly owned by JRM, (d) 587,125 shares are directly owned by Fund III, (e) 7,677 shares are directly owned by HM3 Coinvestors, (f) 1,023 shares are directly owned by Private Fund IV, (g) 152,020 shares are directly owned by Fund IV, (h) 2,357 shares are directly owned by HM4-EQ Coinvestors, and (i) 9,252 shares are directly owned by HM&Co. Except for the 1,927 shares directly owned by Mr. Muse and except to the extent of any pecuniary interest therein, Mr. Muse disclaims beneficial ownership of all such shares of Class A Common Stock.

9. On August 8, 2013, (a) Fund III sold 587,125 shares of Class A Common Stock, (b) HM3 Coinvestors sold 7,677 shares of Class A Common Stock, (c) Private Fund IV sold 1,023 shares of Class A Common Stock, (d) Fund IV sold 152,020 shares of Class A Common Stock, (e) HM4-EQ Coinvestors sold 2,357 shares of Class A Common Stock, and (f) HM&Co. sold 9,252 shares of Class A Common Stock, in each case, pursuant to a plan of disposition adopted in accordance with Rule 10b5-1 of the Exchange Act. Mr. Muse disclaimed beneficial ownership of such shares except to the extent of any pecuniary interest therein.

10. Of the 707,197 shares of Class A Common Stock, (a) 1,927 shares are directly owned by Mr. Muse, (b) 40 shares are directly owned by MFE, (c) 301 shares are directly owned by JRM, (d) 544,972 shares are directly owned by Fund III, (e) 7,126 shares are directly owned by HM3 Coinvestors, (f) 950 shares are directly owned by Private Fund IV, (g) 141,105 shares are directly owned by Fund IV, (h) 2,188 shares are directly owned by HM4-EQ Coinvestors, and (i) 8,588 shares are directly owned by HM&Co. Except for the 1,927 shares directly owned by Mr. Muse and except to the extent of any pecuniary interest therein, Mr. Muse disclaims beneficial ownership of all such shares of Class A Common Stock.

11. Of the 705,270 shares of Class A Common Stock, (a) 40 shares are directly owned by MFE, (b) 301 shares are directly owned by JRM, (c) 544,972 shares are directly owned by Fund III, (d) 7,126 shares are directly owned by HM3 Coinvestors, (e) 950 shares are directly owned by Private Fund IV, (f) 141,105 shares are directly owned by Fund IV, (g) 2,188 shares are directly owned by HM4-EQ Coinvestors, and (h) 8,588 shares are directly owned by HM&Co. Mr. Muse disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.

12. Of the 705,230 shares of Class A Common Stock, (a) 301 shares are directly owned by JRM, (b) 544,972 shares are directly owned by Fund III, (c) 7,126 shares are directly owned by HM3 Coinvestors, (d) 950 shares are directly owned by Private Fund IV, (e) 141,105 shares are directly owned by Fund IV, (f) 2,188 shares are directly owned by HM4-EQ Coinvestors, and (g) 8,588 shares are directly owned by HM&Co. Mr. Muse disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.

13. Of the 704,929 shares of Class A Common Stock, (a) 544,972 shares are directly owned by Fund III, (b) 7,126 shares are directly owned by HM3 Coinvestors, (c) 950 shares are directly owned by Private Fund IV, (d) 141,105 shares are directly owned by Fund IV, (e) 2,188 shares are directly owned by HM4-EQ Coinvestors, and (f) 8,588 shares are directly owned by HM&Co. Mr. Muse disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.

14. Prior to the sale of the 704,929 shares of Class A Common Stock, (a) 544,972 shares were directly owned by Fund III, (b) 7,126 shares were directly owned by HM3 Coinvestors, (c) 950 shares were directly owned by Private Fund IV, (d) 141,105 shares were directly owned by Fund IV, (e) 2,188 shares were directly owned by HM4-EQ Coinvestors, and (f) 8,588 shares were directly owned by HM&Co.

	/s/ William G. Neisel, attorney-in-fact for John R. Muse	08/12/2013
	** Signature of Reporting Person	Date
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