X0306 4 2017-01-17 0 0000726513 TRIBUNE MEDIA CO TRCO 0001610766 Lazarus Edward P C/O TRIBUNE MEDIA COMPANY 685 THIRD AVENUE NEW YORK NY 10017 0 1 0 0 EVP, General Counsel & CSO Class A Common Stock 2017-01-17 4 M 0 9372 A 34245 D Class A Common Stock 2017-01-17 4 F 0 3509 28.80 D 30736 D Restricted Stock Units 2017-01-17 4 M 0 9372.829 0.00 D Class A Common Stock 9372 18684.552 D Restricted Stock Units ("RSUs") convert into shares of Class A Common Stock upon vesting on a one-for-one basis. On May 7, 2013 and February 11, 2014, the Reporting Person was granted awards of 6,640 and 23,113, respectively, as adjusted for the Company's August 2014 spin-off and April 2015 and February 2017 special dividends. Of these, 2,092 and 7,280, respectively, vested on January 17, 2017, including 91 and 318 shares distributed in respect of dividend equivalent rights granted in respect of the awards. On the vesting date, cash in lieu of .4948 and .3342 vested fractional shares, respectively, was also credited to the Reporting Person. On January 3, 2017, the Company announced a special dividend to holders of its Class A Common Stock at the close of business on January 13, 2017. As a result, the RSUs then held by the Reporting Person were adjusted pursuant to the terms of the Tribune Company 2013 Equity Incentive Plan to reflect the special dividend. This total reflects that adjustment. /s/ J. Jesse Yeo, Attorney-in-Fact for Edward P. Lazarus 2017-01-19