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
New Media Investment Group Inc. [ NEWM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/20/2015 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock, par value $0.01 per share | 01/20/2015 | A(1) | 47,200 | A | $21.7 | 47,200 | I | WRE 2012 Trust LLC | ||
Common Stock, par value $0.01 per share | 300,246 | D | ||||||||
Common Stock, par value $0.01 per share | 74,872 | I | See footnote(2) |
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 | ||||||||
Stock option (right to buy) | $21.7 | 01/20/2015 | A | 700,000 | (3) | 01/20/2025 | Common Stock, par value $0.01 per share | 700,000 | $0.00 | 700,000 | I | Fortress Operating Entity I LP(4) |
Explanation of Responses: |
1. On January 20, 2015, Mr. Edens purchased 47,200 shares of the Issuer's common stock directly from the Issuer in connection with a public offering of common stock by the Issuer. |
2. These shares are owned by Fortress Operating Entity I ("FOE I"). FIG Corp. is the general partner of FOE I and is a wholly-owned subsidiary of Fortress Investment Group LLC. Mr. Edens is a principal and co-chairman of the board of directors of, and owns approximately 14% of, Fortress Investment Group LLC. By virtue of his relationship to Fortress Investment Group LLC and certain of its affiliates, Mr. Edens may be deemed to have a pecuniary interest in shares beneficially owned by FOE I. Mr. Edens disclaims beneficial ownership of such shares of the Issuer held by FOE I except to the extent of his pecuniary interest therein. |
3. Options were fully vested on date of initial grant from the Issuer to FOE I and become exercisable in thirty equal monthly installments beginning on the first of each month following the month in which the options were granted. |
4. These options were granted to FOE I. FIG Corp. is the general partner of FOE I and is a wholly-owned subsidiary of Fortress Investment Group LLC. Mr. Edens is a principal and co-chairman of the board of directors of, and owns approximately 14% of, Fortress Investment Group LLC. By virtue of his relationship to Fortress Investment Group LLC and certain of its affiliates, Mr. Edens may be deemed to have a pecuniary interest in shares beneficially owned by FOE I. Mr. Edens disclaims beneficial ownership of any securities (and the underlying shares of common stock, if applicable) of the Issuer held by FOE I except to the extent of his pecuniary interest therein. |
Remarks: |
/s/ Michael E. Reed as attorney-in-fact | 01/21/2015 | |
** 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. |