0001140361-17-002082.txt : 20170118 0001140361-17-002082.hdr.sgml : 20170118 20170118102057 ACCESSION NUMBER: 0001140361-17-002082 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170117 FILED AS OF DATE: 20170118 DATE AS OF CHANGE: 20170118 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MEDIA GENERAL INC CENTRAL INDEX KEY: 0000216539 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 540850433 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 333 E FRANKLIN ST CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8048875000 MAIL ADDRESS: STREET 1: 333 E FRANKLIN ST CITY: RICHMOND STATE: VA ZIP: 23219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Carington Andrew C. CENTRAL INDEX KEY: 0001531550 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06383 FILM NUMBER: 17532564 MAIL ADDRESS: STREET 1: 333 E.FRANKLIN STREET CITY: RICHMOND STATE: VA ZIP: 23219 4 1 doc1.xml FORM 4 X0306 4 2017-01-17 1 0000216539 MEDIA GENERAL INC MEG 0001531550 Carington Andrew C. 333 EAST FRANKLIN STREET RICHMOND VA 23219 0 1 0 0 VP, GC and Secretary Voting Common Stock (no par value) 2017-01-17 4 D 0 10978 D 0 D Employee Stock Option (right to buy) 20.30 2017-01-17 4 D 0 4000 D 2018-01-29 Voting Common Stock (no par value) 4000 0 D Employee Stock Option (right to buy) 2.16 2017-01-17 4 D 0 3000 D 2019-01-29 Voting Common Stock (no par value) 3000 0 D Employee Stock Option (right to buy) 8.90 2017-01-17 4 D 0 4300 D 2020-01-28 Voting Common Stock (no par value) 4300 0 D Employee Stock Option (right to buy) 5.20 2017-01-17 4 D 0 3200 D 2021-01-27 Voting Common Stock (no par value) 3200 0 D Employee Stock Option (right to buy) 4.98 2017-01-17 4 D 0 5500 D 2022-01-26 Voting Common Stock (no par value) 5500 0 D Employee Stock Option (right to buy) 4.26 2017-01-17 4 D 0 8500 D 2023-01-31 Voting Common Stock (no par value) 8500 0 D Performance-Based Restricted Stock Units 0 2017-01-17 4 D 0 15130 D Voting Common Stock (no par value) 15130 0 D Time-Based Restricted Stock Units 0 2017-01-17 4 D 0 5043 D Voting Common Stock (no par value) 5043 0 D Phantom Stock 0 2017-01-17 4 D 0 1560.795 D Voting Common Stock (no par value) 1560.795 0 D On January 17, 2017, Media General, Inc. ("Media General") and Nexstar Broadcasting Group, Inc. ("Nexstar") consummated a business transaction (the "Merger") which resulted in Media General merging with a wholly owned subsidiary of Nexstar and Media General ultimately surviving as a wholly owned subsidiary of Nexstar. Pursuant to the Merger, each outstanding share of voting common stock, no par value per share, of Media General (the "Voting Common Stock"), was converted into the right to receive (x) $10.55 in cash, without interest, (y) one contractual contingent value right to be issued by Nexstar (a "CVR") and (z) 0.1249 of a share of Nexstar Class A common stock (together, the "Merger Consideration"). Each equity and equity-based award (other than stock options) granted pursuant to Media General's plans that was outstanding immediately prior to the Merger was cancelled and converted into the right to receive the Merger Consideration with respect to each share of Voting Common Stock underlying such award. Each stock option granted pursuant to Media General's plans that was outstanding immediately prior to the Merger was converted into the right to receive, with respect to each share of Voting Common Stock underlying such option, (i) an option to acquire shares of Nexstar Class A common stock (with the number of shares and the per-share exercise price being determined in accordance with the exchange ratio set forth in the merger agreement) and (ii) a CVR. These options were granted under the Media General Amended and Restated Long-Term Incentive Plan and were fully exercisable. Of these 15,130 Performance-Based Restricted Stock Units granted under the Media General Amended and Restated Long-Term Incentive Plan, 5,043 and 10,087 were scheduled to vest on February 26, 2017 and February 26, 2018, respectively, contingent upon achievement of performance metrics designated by the Compensation Committee of the Board of Directors at the beginning of each year. Of these 5,043 Time-Based Restricted Stock Units granted under the Media General Amended and Restated Long-Term Incentive Plan, 1,681 and 3,362 were scheduled to vest on February 26, 2017 and February 26, 2018, respectively. These units of Phantom Stock were acquired under Media General's supplemental 401(k) deferred compensation plan. Each unit was the economic equivalent of one share of Voting Common Stock. Units were payable in cash following the termination of the reporting person's employment. /s/ Andrew C. Carington, by Timothy J. Mulvaney, Attorney-in-fact 2017-01-17 EX-24 2 carington_poa.htm
 
 
 
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints Timothy J. Mulvaney, with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:
 
(1)
execute for and on behalf of the undersigned, in the undersigned’s capacity as executive officer and/or director of Media General, Inc. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, and any other forms or reports the undersigned may be required to file in connection with the undersigned’s ownership, acquisition, or disposition of securities of the Company;
     
 
(2)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, or other form or report, including, without limitation, all forms or reports necessary to obtain EDGAR Identification Numbers, and timely file such form or report with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
     
 
(3)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 26th day of October, 2016.
/s/ Andrew C. Carington
  
Andrew C. Carington