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).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Gliha Lee Ann

(Last) (First) (Middle)
545 E. JOHN CARPENTER FREEWAY

(Street)
IRVING TX 75062

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NEXSTAR MEDIA GROUP, INC. [ NXST ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/13/2024
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)
Code V Amount (A) or (D) Price
Common Stock 08/13/2024 M 1,250 A $0(1) 7,841 D
Common Stock 08/13/2024 M 1,250 A $0(1) 9,091 D
Common Stock 08/14/2024 S(2) 984 D $157.633 8,107 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 08/13/2024 M 1,250 (3) (4) Common Stock 1,250 $0 1,250 D
Restricted Stock Units (1) 08/13/2024 M 1,250 (5) (4) Common Stock 1,250 $0 1,250 D
Explanation of Responses:
1. Each time-based restricted stock unit ("RSU") is converted into one share of Nexstar's Common Stock at the vesting date. Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share of Nexstar's common stock, subject to the achievement of pre-established company performance metrics.
2. The sale reported on this Form 4 represent shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs and PSUs. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction.
3. 5,000 RSUs were awarded on August 13, 2021, of which 1,250 RSUs vest at each anniversary of the award through August 13, 2025.
4. The RSUs/PSUs have no expiration. However, any and all unvested portion of RSUs/PSUs shall be forfeited and cancelled should the awardee's employment terminate for any reason other than a company change of control.
5. 5,000 PSUs were awarded on August 13, 2021, of which 1,250 PSUs vest at each anniversary of the award through August 13, 2025, subject to the achievement of pre-established company performance metrics. For the 1,250 PSUs that vested on August 13, 2024, the Compensation Committee of Nexstar's Board of Directors performed an assessment and determined that the conditions were satisfied. Thus, the 1,250 PSUs vested in full on August 13, 2024.
/s/ Mark Hoyla, Attorney-in-Fact for Lee Ann Gliha 08/15/2024
** 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).
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