0000921895-17-000446.txt : 20170221 0000921895-17-000446.hdr.sgml : 20170221 20170221162525 ACCESSION NUMBER: 0000921895-17-000446 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20170221 DATE AS OF CHANGE: 20170221 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRIBUNE MEDIA CO CENTRAL INDEX KEY: 0000726513 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 361880355 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-34531 FILM NUMBER: 17625366 BUSINESS ADDRESS: STREET 1: 435 N MICHIGAN AVE STREET 2: STE 600 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3122229100 MAIL ADDRESS: STREET 1: 435 N. MICHIGAN AVENUE CITY: CHICAGO STATE: IL ZIP: 60611 FORMER COMPANY: FORMER CONFORMED NAME: TRIBUNE MEDIA Co DATE OF NAME CHANGE: 20140723 FORMER COMPANY: FORMER CONFORMED NAME: TRIBUNE CO DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Starboard Value LP CENTRAL INDEX KEY: 0001517137 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 845-7977 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D 1 sc13d06297195_02212017.htm THE SCHEDULE 13D sc13d06297195_02212017.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No.  )1

Tribune Media Company
(Name of Issuer)

Class A Common Stock, $0.001 par value per share
(Title of Class of Securities)

896047 50 3
(CUSIP Number)
 
JEFFREY C. SMITH
STARBOARD VALUE LP
777 Third Avenue, 18th Floor
New York, New York 10017
(212) 845-7977

STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 10, 2017
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 

 
CUSIP NO. 896047 50 3
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
5,790,400
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
5,790,400
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,790,400*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.6%
14
TYPE OF REPORTING PERSON
 
PN
 
* Includes 1,663,086 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.
 
 
2

 
CUSIP NO. 896047 50 3
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
3,246,683
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,246,683
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,246,683*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.7%
14
TYPE OF REPORTING PERSON
 
CO
 
* Includes 1,604,817 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

 
3

 
CUSIP NO. 896047 50 3
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE AND OPPORTUNITY S LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
379,430
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
379,430
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
379,430
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
OO

 
4

 
CUSIP NO. 896047 50 3
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE AND OPPORTUNITY C LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
210,261
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
210,261
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
210,261
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
PN

 
5

 
CUSIP NO. 896047 50 3
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE R LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
210,261
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
210,261
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
210,261
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
PN

 
6

 
CUSIP NO. 896047 50 3
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE R GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
210,261
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
210,261
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
210,261
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
OO

 
7

 
CUSIP NO. 896047 50 3
 
1
NAME OF REPORTING PERSON
 
STARBOARD LEADERS LIMA LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,527,020
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,527,020
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,527,020*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.8%
14
TYPE OF REPORTING PERSON
 
OO
 
* Includes 58,269 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

 
8

 
CUSIP NO. 896047 50 3
 
1
NAME OF REPORTING PERSON
 
STARBOARD LEADERS FUND LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,527,020
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,527,020
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,527,020*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.8%
14
TYPE OF REPORTING PERSON
 
PN
 
* Includes 58,269 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

 
9

 
CUSIP NO. 896047 50 3
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE A LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,527,020
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,527,020
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,527,020*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.8%
14
TYPE OF REPORTING PERSON
 
PN
 
* Includes 58,269 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

 
10

 
CUSIP NO. 896047 50 3
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE A GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,527,020
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,527,020
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,527,020*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.8%
14
TYPE OF REPORTING PERSON
 
OO
 
* Includes 58,269 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

 
11

 
CUSIP NO. 896047 50 3
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
5,790,400
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
5,790,400
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,790,400*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.6%
14
TYPE OF REPORTING PERSON
 
OO
 
* Includes 1,663,086 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

 
12

 
CUSIP NO. 896047 50 3
 
1
NAME OF REPORTING PERSON
 
STARBOARD PRINCIPAL CO LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
5,790,400
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
5,790,400
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,790,400*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.6%
14
TYPE OF REPORTING PERSON
 
PN
 
* Includes 1,663,086 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

 
13

 
CUSIP NO. 896047 50 3
 
1
NAME OF REPORTING PERSON
 
STARBOARD PRINCIPAL CO GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
5,790,400
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
5,790,400
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,790,400*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.6%
14
TYPE OF REPORTING PERSON
 
OO
 
* Includes 1,663,086 Shares underlying certain forward  purchase contracts exercisable within 60 days hereof.

 
14

 
CUSIP NO. 896047 50 3
 
1
NAME OF REPORTING PERSON
 
JEFFREY C. SMITH
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
5,790,400
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
5,790,400
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,790,400*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.6%
14
TYPE OF REPORTING PERSON
 
IN
 
* Includes 1,663,086 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

 
15

 
CUSIP NO. 896047 50 3
 
1
NAME OF REPORTING PERSON
 
MARK R. MITCHELL
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
5,790,400
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
5,790,400
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,790,400*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.6%
14
TYPE OF REPORTING PERSON
 
IN
 
* Includes 1,663,086 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

 
16

 
CUSIP NO. 896047 50 3
 
1
NAME OF REPORTING PERSON
 
PETER A. FELD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
5,790,400
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
5,790,400
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,790,400*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.6%
14
TYPE OF REPORTING PERSON
 
IN
 
* Includes 1,663,086 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

 
17

 
CUSIP NO. 896047 50 3
 
The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
 
Item 1.
Security and Issuer.
 
This statement relates to the Class A Common Stock, $0.001 par value per share (the “Shares”), of Tribune Media Company (the “Issuer”).  The address of the principal executive offices of the Issuer is 435 North Michigan Avenue, Chicago, Illinois 60611.
 
Item 2.
Identity and Background.
 
(a)           This statement is filed by:
 
 
(i)
Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Starboard V&O Fund”), with respect to the Shares directly and beneficially owned by it;
 
 
(ii)
Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard S LLC”), with respect to the Shares directly and beneficially owned by it;
 
 
(iii)
Starboard Value and Opportunity C LP, a Delaware limited partnership (“Starboard C LP”), with respect to the Shares directly and beneficially owned by it;
 
 
(iv)
Starboard Value R LP (“Starboard R LP”), as the general partner of Starboard C LP;
 
 
(v)
Starboard Value R GP LLC (“Starboard R GP”), as the general partner of Starboard R LP;
 
 
(vi)
Starboard Leaders Lima LLC, a Delaware limited liability company (“Starboard Lima LLC”), with respect to the Shares directly and beneficially owned by it;
 
 
(vii)
Starboard Leaders Fund LP (“Starboard Leaders Fund”), as a member of Starboard Lima LLC; 
 
 
(viii)
Starboard Value A LP (“Starboard A LP”), as the general partner of Starboard Leaders Fund and the managing member of Starboard Lima LLC;
 
 
(ix)
Starboard Value A GP LLC (“Starboard A GP”), as the general partner of Starboard A LP;
 
 
(x)
Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard Lima LLC, Starboard Leaders Fund, and of a certain managed account (the “Starboard Value LP Account”) and the manager of Starboard S LLC;
 
 
(xi)
Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP;
 
 
18

 
CUSIP NO. 896047 50 3
 
 
(xii)
Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP;
 
 
(xiii)
Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co;
 
 
(xiv)
Jeffrey C. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP;
 
 
(xv)
Mark R. Mitchell, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP;  and
 
 
(xvi)
Peter A. Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP.
 
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
(b)           The address of the principal office of each of Starboard S LLC, Starboard C LP, Starboard R LP, Starboard R GP, Starboard Lima LLC, Starboard Leaders Fund, Starboard A LP, Starboard A GP, Starboard Value LP, Starboard Value GP, Principal Co, Principal GP, and Messrs. Smith, Mitchell and Feld is 777 Third Avenue, 18th Floor, New York, New York 10017.  The address of the principal office of Starboard V&O Fund is 89 Nexus Way, Camana Bay, PO Box 31106, Grand Cayman KY1-1205, Cayman Islands.  The officers and directors of Starboard V&O Fund and their principal occupations and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2.

(c)           The principal business of Starboard V&O Fund is serving as a private investment fund.  Starboard V&O Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value.  Starboard S LLC, Starboard C LP and Starboard Lima LLC have been formed for the purpose of investing in securities and engaging in all related activities and transactions.  The principal business of Starboard Leaders Fund is serving as a private investment partnership. Starboard Value LP provides investment advisory and management services and acts as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard Lima LLC, Starboard Leaders Fund, and the Starboard Value LP Account and the manager of Starboard S LLC.  The principal business of Starboard Value GP is providing a full range of investment advisory, pension advisory and management services and serving as the general partner of Starboard Value LP.  The principal business of Principal Co is providing investment advisory and management services.  Principal Co is a member of Starboard Value GP.  Principal GP serves as the general partner of Principal Co.  Starboard R LP serves as the general partner of Starboard C LP. Starboard R GP serves as the general partner of Starboard R LP. Starboard A LP serves as the general partner of Starboard Leaders Fund and the managing member of Starboard Lima LLC.  Starboard A GP serves as the general partner of Starboard A LP.  Messrs. Smith, Mitchell and Feld serve as members of Principal GP and the members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP.
 
(d)           No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
 
19

 
CUSIP NO. 896047 50 3
 
(e)           No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f)           Messrs. Smith, Mitchell and Feld are citizens of the United States of America.  The citizenship of the persons listed on Schedule A is set forth therein.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
The Shares purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, and Starboard Lima LLC, and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule B, which is incorporated by reference herein.  The aggregate purchase price of the 1,641,866 Shares beneficially owned by Starboard V&O Fund is approximately $51,896,942, excluding brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts providing for the purchase of 1,604,817 Shares by Starboard V&O Fund is approximately $61,033,640 excluding commissions. The aggregate purchase price of the 379,430 Shares beneficially owned by Starboard S LLC is approximately $13,212,338, excluding brokerage commissions. The aggregate purchase price of the 210,261 Shares beneficially owned by Starboard C LP is approximately $7,320,938, excluding brokerage commissions. The aggregate purchase price of the 1,468,751 Shares beneficially owned by Starboard Lima LLC is approximately $46,205,455, excluding brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts providing for the purchase of 58,269 Shares by Starboard Lima LLC is approximately $2,019,892 excluding commissions. The aggregate purchase price of the 427,006 Shares held in the Starboard Value LP Account is approximately $14,279,271, excluding brokerage commissions.
 
Item 4.
Purpose of Transaction.
 
The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
 
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis.  Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, continuing to engage in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.
 
 
20

 
CUSIP NO. 896047 50 3
 
Item 5.
Interest in Securities of the Issuer.
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 87,408,778 Shares outstanding, as of October 31, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2016.
 
A.
Starboard V&O Fund
 
 
(a)
As of the close of business on February 17, 2017, Starboard V&O Fund beneficially owned 3,246,683 Shares, including 1,604,817 Shares underlying certain forward purchase contracts.
 
Percentage: Approximately 3.7%
 
 
(b)
1. Sole power to vote or direct vote: 3,246,683
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 3,246,683
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Starboard V&O Fund during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
B.
Starboard S LLC
 
 
(a)
As of the close of business on February 17, 2017, Starboard S LLC beneficially owned 379,430 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 379,430
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 379,430
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Starboard S LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
 
21

 
CUSIP NO. 896047 50 3
 
C.
Starboard C LP
 
 
(a)
As of the close of business on February 17, 2017, Starboard C LP beneficially owned 210,261 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 210,261
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 210,261
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
D.
Starboard R LP
 
 
(a)
Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 210,261 Shares owned by Starboard C LP.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 210,261
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 210,261
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Starboard R LP has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
E.
Starboard R GP
 
 
(a)
Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of the 210,261 Shares owned by Starboard C LP.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 210,261
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 210,261
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
Starboard R GP has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
 
22

 
CUSIP NO. 896047 50 3
 
F.
Starboard Lima LLC
 
 
(a)
As of the close of business on February 17, 2017, Starboard Lima LLC beneficially owned 1,527,020 Shares, including 58,269 Shares underlying certain forward purchase contracts.
 
Percentage: Approximately 1.8%
 
 
(b)
1. Sole power to vote or direct vote: 1,527,020
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,527,020
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Starboard Lima LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
G.
Starboard Leaders Fund
 
 
(a)
Starboard Leaders Fund, as a member of Starboard Lima LLC, may be deemed the beneficial owner of the 1,527,020 Shares owned by Starboard Lima LLC, including 58,269 Shares underlying certain forward purchase contracts.
 
Percentage: Approximately 1.8%
 
 
(b)
1. Sole power to vote or direct vote: 1,527,020
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,527,020
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Starboard Leaders Fund has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of Starboard Lima LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
H.
Starboard A LP
 
 
(a)
Starboard A LP, as the general partner of Starboard Leaders Fund and the managing member of Starboard Lima LLC, may be deemed the beneficial owner of the 1,527,020 Shares owned by Starboard Lima LLC, including 58,269 Shares underlying certain forward purchase contracts.
 
Percentage: Approximately 1.8%
 
 
(b)
1. Sole power to vote or direct vote: 1,527,020
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,527,020
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Starboard A LP has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of Starboard Lima LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
 
23

 
CUSIP NO. 896047 50 3
 
I.
Starboard A GP
 
 
(a)
Starboard A GP, as the general partner of Starboard A LP, may be deemed the beneficial owner of the 1,527,020 Shares owned by Starboard Lima LLC, including 58,269 Shares underlying certain forward purchase contracts.
 
Percentage: Approximately 1.8%
 
 
(b)
1. Sole power to vote or direct vote: 1,527,020
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,527,020
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Starboard A GP has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of Starboard Lima LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
J.
Starboard Value LP
 
 
(a)
As of the close of business on February 17, 2017, 427,006 Shares were held in the Starboard Value LP Account.  Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard Lima LLC, and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 3,246,683 Shares owned by Starboard V&O Fund, (ii) 379,430 Shares owned by Starboard S LLC, (iii) 210,261 Shares owned by Starboard C LP, (iv) 1,527,020 Shares owned by Starboard Lima LLC, and (v) 427,006 Shares held in the Starboard Value LP Account.
 
Percentage: Approximately 6.6%
 
 
(b)
1. Sole power to vote or direct vote: 5,790,400
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 5,790,400
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Lima LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
K.
Starboard Value GP
 
 
(a)
Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 3,246,683 Shares owned by Starboard V&O Fund, (ii) 379,430 Shares owned by Starboard S LLC, (iii) 210,261 Shares owned by Starboard C LP, (iv) 1,527,020 Shares owned by Starboard Lima LLC and (v) 427,006 Shares held in the Starboard Value LP Account.
 
Percentage: Approximately 6.6%
 
 
(b)
1. Sole power to vote or direct vote: 5,790,400
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 5,790,400
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Starboard Value GP has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Lima LLC and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
 
24

 
CUSIP NO. 896047 50 3
 
L.
Principal Co
 
 
(a)
Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 3,246,683 Shares owned by Starboard V&O Fund, (ii) 379,430 Shares owned by Starboard S LLC, (iii) 210,261 Shares owned by Starboard C LP, (iv) 1,527,020 Shares owned by Starboard Lima LLC and (v) 427,006 Shares held in the Starboard Value LP Account.
 
Percentage: Approximately 6.6%
 
 
(b)
1. Sole power to vote or direct vote: 5,790,400
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 5,790,400
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Principal Co has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard Lima LLC and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
M.
Principal GP
 
 
(a)
Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 3,246,683 Shares owned by Starboard V&O Fund, (ii) 379,430 Shares owned by Starboard S LLC, (iii) 210,261 Shares owned by Starboard C LP, (iv) 1,527,020 Shares owned by Starboard Lima LLC and (v) 427,006 Shares held in the Starboard Value LP Account.
 
Percentage: Approximately 6.6%
 
 
(b)
1. Sole power to vote or direct vote: 5,790,400
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 5,790,400
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Principal GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Lima LLC and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
N.
Messrs. Smith, Mitchell and Feld
 
 
(a)
Each of Messrs. Smith, Mitchell and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 3,246,683 Shares owned by Starboard V&O Fund, (ii) 379,430 Shares owned by Starboard S LLC, (iii) 210,261 Shares owned by Starboard C LP, (iv) 1,527,020 Shares owned by Starboard Lima LLC and (v) 427,006 Shares held in the Starboard Value LP Account.
 
Percentage: Approximately 6.6%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 5,790,400
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 5,790,400

 
(c)
None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Lima LLC and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
 
25

 
CUSIP NO. 896047 50 3
 
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
 
 
(d)
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
 
 
(e)
Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
On February 21, 2017, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law.  The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Each of Starboard V&O Fund and Starboard Lima LLC first entered into forward contracts on June 22, 2016 and December 22, 2016, respectively, providing for the purchase of an aggregate of 1,604,817 and 58,269 Shares, respectively, having an aggregate purchase price of $61,033,640 and $2,019,892, respectively (each a “Forward Contract”). Each of the Forward Contracts has a final valuation date of December 22, 2017, however, each of Starboard V&O Fund and Starboard Lima LLC has the ability to elect to early settlement after serving notice to the counter-party of such intention at least two (2) scheduled trading days in advance of the desired early final valuation date. Each of the Forward Contracts provides for physical settlement. Until the settlement date, none of the Forward Contracts give the Reporting Persons voting and dispositive control over the Shares to which such contracts relate.
 
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
 
Item 7.
Material to be Filed as Exhibits.
 
 
99.1
Joint Filing Agreement by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Value R LP, Starboard Value R GP LLC, Starboard Leaders Lima LLC, Starboard Leaders Fund LP, Starboard Value A LP, Starboard Value A GP LLC, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Jeffrey C. Smith, Mark R. Mitchell, and Peter A. Feld, dated February 21, 2017.
 
 
99.2
Power of Attorney for Jeffrey C. Smith, Mark R. Mitchell and Peter A. Feld, dated September 15, 2011.

 
 
26

 
CUSIP NO. 896047 50 3
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  February 21, 2017
 
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
By: Starboard Value LP,
       its investment manager
 
STARBOARD VALUE AND OPPORTUNITY S LLC
By: Starboard Value LP,
       its manager
 
STARBOARD VALUE AND OPPORTUNITY C LP
By: Starboard Value R LP,
       its general partner
 
STARBOARD VALUE R LP
By: Starboard Value R GP LLC,
       its general partner
 
STARBOARD LEADERS LIMA LLC
By: Starboard Value A LP,
      its managing member
 
STARBOARD LEADERS FUND LP
By: Starboard Value A LP,
       its general partner
 
 
 
STARBOARD VALUE A LP
By: Starboard Value A GP LLC,
      its general partner
 
STARBOARD VALUE LP
By: Starboard Value GP LLC,
       its general partner
 
STARBOARD VALUE GP LLC
By: Starboard Principal Co LP,
       its member
 
STARBOARD PRINCIPAL CO LP
By: Starboard Principal Co GP LLC,
       its general partner
 
STARBOARD PRINCIPAL CO GP LLC
 
STARBOARD VALUE A GP LLC
 
STARBOARD VALUE R GP LLC
 
 

By:
/s/ Jeffrey C. Smith
 
Name:
Jeffrey C. Smith
 
Title:
Authorized Signatory


/s/ Jeffrey C. Smith
JEFFREY C. SMITH
Individually and as attorney-in-fact for Mark R. Mitchell and Peter A. Feld


 
27

 
CUSIP NO. 896047 50 3
 
SCHEDULE A
 
Directors and Officers of Starboard Value and Opportunity Master Fund Ltd
 
Name and Position
Principal Occupation
Principal Business Address
Citizenship
       
Patrick Agemian Director
Director of Global Funds Management, Ltd.
PO Box 10034, Harbour Place
2nd Floor
103 South Church Street
Grand Cayman
Cayman Islands, KY1-1001
Canada
       
Mark R. Mitchell Director*
     
       
Don Seymour
Director
Managing Director of dms Governance
dms Governance
dms House, 20 Genesis Close
P.O. Box 31910
Grand Cayman
Cayman Islands, KY1-1208
Cayman Islands


 
* Mr. Mitchell is a Reporting Person and, as such, the information with respect to Mr. Mitchell called for by Item 2 of Schedule 13D is set forth therein.
 
 
 

 
CUSIP NO. 896047 50 3
 
SCHEDULE B
 
Transactions in the Shares During the Past Sixty Days
 

Nature of the Transaction
Amount of Shares
Purchased/(Sold)
Price ($)
Date of
Purchase/Sale

 
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

Purchase of Forward Contract
9,780
34.7557
12/30/2016
Purchase of Common Stock
10,240
28.6200
01/18/2017
Purchase of Common Stock
10,240
28.6442
01/19/2017
Purchase of Common Stock
81,923
28.5073
01/20/2017
Purchase of Common Stock
16,385
28.4771
01/23/2017
Purchase of Common Stock
10,240
28.8501
01/25/2017
Purchase of Common Stock
40,962
29.1045
01/25/2017
Purchase of Common Stock
40,961
28.4774
01/26/2017
Purchase of Common Stock
40,962
28.1049
01/27/2017
Purchase of Common Stock
20,480
28.1277
01/27/2017
Purchase of Common Stock
4,096
28.2036
01/30/2017
Purchase of Common Stock
9,240
30.4288
02/10/2017
Purchase of Common Stock
100,337
30.8410
02/10/2017
Purchase of Common Stock
130,265
30.9439
02/10/2017
Purchase of Common Stock
6,689
31.4297
02/13/2017
Purchase of Common Stock
16,077
31.6078
02/13/2017
Purchase of Common Stock
4,212
31.6792
02/13/2017
Purchase of Common Stock
68,865
31.6832
02/13/2017
Purchase of Common Stock
43,367
31.8551
02/13/2017
Purchase of Common Stock
178,377
32.7475
02/16/2017
Purchase of Common Stock
89,189
32.7466
02/17/2017

STARBOARD VALUE AND OPPORTUNITY S LLC

Purchase of Common Stock (Exercise of Forward Contract)
188,825
37.9447
12/23/2016
Purchase of Common Stock
1,085
34.7557
12/30/2016
Purchase of Common Stock
1,139
28.6200
01/18/2017
Purchase of Common Stock
1,139
28.6442
01/19/2017
Purchase of Common Stock
9,114
28.5073
01/20/2017
Purchase of Common Stock
1,823
28.4771
01/23/2017
Purchase of Common Stock
1,139
28.8501
01/25/2017
Purchase of Common Stock
4,557
29.1045
01/25/2017
Purchase of Common Stock
4,557
28.4774
01/26/2017
Purchase of Common Stock
4,557
28.1049
01/27/2017
Purchase of Common Stock
2,279
28.1277
01/27/2017
Purchase of Common Stock
456
28.2036
01/30/2017
Purchase of Common Stock
1,028
30.4288
02/10/2017
Purchase of Common Stock
11,163
30.8410
02/10/2017
 
 
 

 
CUSIP NO. 896047 50 3
 
Purchase of Common Stock
14,493
30.9439
02/10/2017
Purchase of Common Stock
744
31.4297
02/13/2017
Purchase of Common Stock
1,789
31.6078
02/13/2017
Purchase of Common Stock
469
31.6792
02/13/2017
Purchase of Common Stock
7,661
31.6832
02/13/2017
Purchase of Common Stock
4,825
31.8551
02/13/2017
Purchase of Common Stock
19,845
32.7475
02/16/2017
Purchase of Common Stock
9,923
32.7466
02/17/2017

STARBOARD VALUE AND OPPORTUNITY C LP

Purchase of Common Stock (Exercise of Forward Contract)
104,525
37.9447
12/23/2016
Purchase of Common Stock
606
34.7557
12/30/2016
Purchase of Common Stock
636
28.6200
01/18/2017
Purchase of Common Stock
636
28.6442
01/19/2017
Purchase of Common Stock
5,087
28.5073
01/20/2017
Purchase of Common Stock
1,017
28.4771
01/23/2017
Purchase of Common Stock
636
28.8501
01/25/2017
Purchase of Common Stock
2,543
29.1045
01/25/2017
Purchase of Common Stock
2,544
28.4774
01/26/2017
Purchase of Common Stock
2,543
28.1049
01/27/2017
Purchase of Common Stock
1,272
28.1277
01/27/2017
Purchase of Common Stock
254
28.2036
01/30/2017
Purchase of Common Stock
574
30.4288
02/10/2017
Purchase of Common Stock
6,231
30.8410
02/10/2017
Purchase of Common Stock
8,089
30.9439
02/10/2017
Purchase of Common Stock
415
31.4297
02/13/2017
Purchase of Common Stock
998
31.6078
02/13/2017
Purchase of Common Stock
261
31.6792
02/13/2017
Purchase of Common Stock
4,276
31.6832
02/13/2017
Purchase of Common Stock
2,694
31.8551
02/13/2017
Purchase of Common Stock
11,077
32.7475
02/16/2017
Purchase of Common Stock
5,538
32.7466
02/17/2017

STARBOARD LEADERS LIMA LLC

Purchase of Forward Contract
8,381
34.7557
12/30/2016
Purchase of Common Stock
11,753
28.6200
01/18/2017
Purchase of Common Stock
11,753
28.6442
01/19/2017
Purchase of Common Stock
94,020
28.5073
01/20/2017
Purchase of Common Stock
18,804
28.4771
01/23/2017
Purchase of Common Stock
11,753
28.8501
01/25/2017
Purchase of Common Stock
47,010
29.1045
01/25/2017
Purchase of Common Stock
47,010
28.4774
01/26/2017
Purchase of Common Stock
47,010
28.1049
01/27/2017
Purchase of Common Stock
23,505
28.1277
01/27/2017
Purchase of Common Stock
4,701
28.2036
01/30/2017
Purchase of Common Stock
8,767
30.4288
02/10/2017
 
 
 

 
CUSIP NO. 896047 50 3
 
Purchase of Common Stock
95,197
30.8410
02/10/2017
Purchase of Common Stock
123,592
30.9439
02/10/2017
Purchase of Common Stock
6,347
31.4297
02/13/2017
Purchase of Common Stock
15,254
31.6078
02/13/2017
Purchase of Common Stock
3,997
31.6792
02/13/2017
Purchase of Common Stock
65,337
31.6832
02/13/2017
Purchase of Common Stock
41,143
31.8551
02/13/2017
Purchase of Common Stock
169,240
32.7475
02/16/2017
Purchase of Common Stock
84,620
32.7466
02/17/2017


STARBOARD VALUE LP
(Through the Starboard Value LP Account)

Sale of Equity Swap
(138,825)
35.0830
12/23/2016
Purchase of Common Stock
138,825
35.1012
12/23/2016
Sale of Equity Swap
(80,000)
35.0717
12/27/2016
Purchase of Common Stock
80,000
35.0901
12/27/2016
Purchase of Common Stock
1,148
34.7557
12/30/2016
Purchase of Common Stock
1,232
28.6200
01/18/2017
Purchase of Common Stock
1,232
28.6442
01/19/2017
Purchase of Common Stock
9,856
28.5073
01/20/2017
Purchase of Common Stock
1,971
28.4771
01/23/2017
Purchase of Common Stock
1,232
28.8501
01/25/2017
Purchase of Common Stock
4,928
29.1045
01/25/2017
Purchase of Common Stock
4,928
28.4774
01/26/2017
Purchase of Common Stock
4,928
28.1049
01/27/2017
Purchase of Common Stock
2,464
28.1277
01/27/2017
Purchase of Common Stock
493
28.2036
01/30/2017
Purchase of Common Stock
1,112
30.4288
02/10/2017
Purchase of Common Stock
12,072
30.8410
02/10/2017
Purchase of Common Stock
15,672
30.9439
02/10/2017
Purchase of Common Stock
805
31.4297
02/13/2017
Purchase of Common Stock
1,934
31.6078
02/13/2017
Purchase of Common Stock
507
31.6792
02/13/2017
Purchase of Common Stock
8,285
31.6832
02/13/2017
Purchase of Common Stock
5,217
31.8551
02/13/2017
Purchase of Common Stock
21,461
32.7475
02/16/2017
Purchase of Common Stock
10,730
32.7466
02/17/2017

 
EX-99.1 2 ex991to13d06297195_02212017.htm JOINT FILING AGREEMENT ex991to13d06297195_02212017.htm
Exhibit 99.1
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the Class A Common Stock, $0.001 par value per share, of Tribune Media Company. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
 
Dated:  February 21, 2017
 
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
By: Starboard Value LP,
       its investment manager
 
STARBOARD VALUE AND OPPORTUNITY S LLC
By: Starboard Value LP,
       its manager
 
STARBOARD VALUE AND OPPORTUNITY C LP
By: Starboard Value R LP,
       its general partner
 
STARBOARD VALUE R LP
By: Starboard Value R GP LLC,
       its general partner
 
STARBOARD LEADERS LIMA LLC
By: Starboard Value A LP,
      its managing member
 
STARBOARD LEADERS FUND LP
By: Starboard Value A LP,
       its general partner
 
 
 
STARBOARD VALUE A LP
By: Starboard Value A GP LLC,
      its general partner
 
STARBOARD VALUE LP
By: Starboard Value GP LLC,
       its general partner
 
STARBOARD VALUE GP LLC
By: Starboard Principal Co LP,
       its member
 
STARBOARD PRINCIPAL CO LP
By: Starboard Principal Co GP LLC,
       its general partner
 
STARBOARD PRINCIPAL CO GP LLC
 
STARBOARD VALUE A GP LLC
 
STARBOARD VALUE R GP LLC
 
 

By:
/s/ Jeffrey C. Smith
 
Name:
Jeffrey C. Smith
 
Title:
Authorized Signatory


/s/ Jeffrey C. Smith
JEFFREY C. SMITH
Individually and as attorney-in-fact for Mark R. Mitchell and Peter A. Feld

 
 
EX-99.2 3 ex992to13d06297195_02212017.htm POWER OF ATTORNEY ex992to13d06297184_04222016.htm
Exhibit 99.2
 
POWER OF ATTORNEY
 
 
The undersigned hereby appoints Jeffrey C. Smith, Mark R. Mitchell, Peter A. Feld and Kenneth R. Marlin, or any of them, his true and lawful attorney-in fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, any settlement agreement, any amendments to any of the foregoing and any related documentation which may be required to be filed in his individual capacity as a result of the undersigned’s beneficial ownership of, or participation in a group with respect to, securities directly or indirectly beneficially owned by Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP and Starboard Principal Co GP LLC or any of their respective affiliates, and granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. The authority of Jeffrey C. Smith, Mark R. Mitchell, Peter A. Feld and Kenneth R. Marlin, or any of them, under this Power of Attorney shall continue with respect to the undersigned until revoked in writing.
 
 
Date: September 15, 2011
 
/s/ Jeffrey C. Smith
Jeffrey C. Smith
 
 
/s/ Mark R. Mitchell
Mark R. Mitchell
 
 
/s/ Peter A. Feld
Peter A. Feld