| 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
BELO CORP [ BLC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/15/2006 | ||||||||||||||||||||||||||
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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 | ||||||
| Series A Common Stock | 11/15/2006 | G | V | 59,318 | D | $0 | 590,940 | D | ||
| Series A Common Stock | 11/15/2006 | F | 318,249 | D | $18.74(1) | 272,691 | D | |||
| Series A Common Stock | 11/16/2006 | S | 90,000 | D | $18.513(2)(3)(4) | 182,691 | D | |||
| Series A Common Stock | 11/17/2006 | S | 61,249 | D | $18.4218(5) | 121,442 | D | |||
| Series A Common Stock | 1,200 | I | By Spouse(6) | |||||||
| Series A Common Stock | 5,466 | I | By 401(k) Plan(7) | |||||||
| Series A Common Stock | 66,339 | I | By GRATs(8) | |||||||
| Series B Common Stock | 11/15/2006 | M | 336,000 | A | $17.75 | 5,390,638 | D | |||
| Series B Common Stock | 1,200 | I | By Spouse(6) | |||||||
| Series B Common Stock | 782,398 | I | By GRATS(9) | |||||||
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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 | ||||||||
| Employee Stock Option (Right to Buy) | $17.75 | 11/15/2006 | M | 336,000 | (10) | 12/18/2006 | Series B Common Stock | 336,000 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Delivery of already-owned shares to satisfy price and withholding tax on option exercise. Shares valued at the closing price for Belo Corp. Series A Common Stock on the NYSE on November 15, 2006. |
| 2. Represents the average sale price per share. Shares sold in open market as follows: 200 shares @ $18.4700 per share; 400 shares @ $18.4725 per share; 500 shares @ $18.4738 per share; 800 shares @ $18.4750 per share; 800 shares @ $18.4788 per share; 3,700 shares @ $18.4800 per share; 1,500 shares @ $18.4820 per share; 800 shares @ $18.4825 per share; 600 shares @ $18.4850 per share; 1,100 shares @ $18.4855 per share; 11,400 shares @ $18.4900 per share; 1,900 shares @ $18.4905 per share; |
| 3. (Sale price information continued) 500 shares @ $18.4920 per share; 300 shares @ $18.4933 per share; 1,200 shares @ $18.4950 per share; 2,100 shares @ $18.4976 per share; 7,600 shares @ $18.4986 per share; 11,300 shares @ $18.5000 per share; 700 shares @ $18.5071 per share; 4,100 shares @ $18.5086 per share; 1,300 shares @ $18.51 per share; 4,000 shares @ $18.5123 per share; 7,800 shares @ $18.5128 per share; 4,500 shares @ $18.5220 per share; |
| 4. (Sale price information continued) 1,200 shares @ $18.5400 per share; 1,700 shares @ $18.5406 per share; 7,000 shares @ $18.5500 per share; 1,100 shares @ $18.5518 per share; 1,600 shares @ $18.5556 per share; 2,500 shares @ $18.5584 per share; 1,600 shares @ $18.5600 per share; 1,500 shares @ $18.5747 per share; and 2,700 shares @ $18.6000 per share. |
| 5. Represents the average sale price per share. Shares sold in open market as follows: 100 shares @ $18.3600 per share; 400 shares @ $18.3700 per share; 300 shares @ $18.3900 per share; 26,800 shares @ $18.4000 per share; 5,300 shares @ $18.4100 per share; 7,400 shares @ $18.4200 per share; 200 shares @ $18.4250 per share; 3,500 shares @ $18.4300 per share; 300 shares @ $18.4367 per share; 1,900 shares @ $18.4400 per share; 10,500 shares @ $18.4500 per share; 200 shares @ $18.4650 per share; 400 shares @ $18.4700 per share; 500 shares @ $18.4760 per share; 1,100 shares @ $18.4800 per share; 100 shares @ $18.4900 per share; 1,400 shares @ $18.5000 per share; 149 shares @ $18.5100 per share; 200 shares @ $18.5200 per share; 100 shares @ $18.5400 per share; 300 shares @ $18.5567 per share; and 100 shares @ $18.5600 per share. |
| 6. The reporting person disclaims beneficial ownership of these securities. |
| 7. Held by the Belo Savings Plan as of October 31, 2006. |
| 8. The reporting person is the settlor and trustee of each grantor retained annuity trust ("GRAT") and receives annual annuity payments therefrom. The reporting person's children are the remaindermen. The reporting person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. These Series A shares are held in several GRATs in the following amounts: 39,468 shares in the 2000-4 GRAT; 13,461 shares in the 2005-2 GRAT; 7,224 shares in the 2005-3 GRAT; and 6,186 shares in the 2005-4 GRAT. |
| 9. The reporting person is the settlor and trustee of each grantor retained annuity trust ("GRAT") and receives annual annuity payments therefrom. The reporting person's children are the remaindermen. The reporting person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. These Series B shares are held in several GRATs in the following amounts: 24,579 shares in the 2004 GRAT; 21,985 shares in the 2004-2 GRAT; 68,571 shares in the 2005 GRAT; 49,517 shares in the 2005-2 GRAT; 25,568 shares in the 2005-3 GRAT; 71,601 shares in the 2005-4 GRAT; 101,650 shares in the 2006 GRAT; 108,142 shares in the 2006-2 GRAT; 108,886 shares in the 2006-3 GRAT; 100,782 shares in the 2006-4 GRAT; and 101,117 shares in the 2006-5 GRAT. |
| 10. All options are currently exercisable. |
| Kay F. Stockler, Attorney-in-Fact | 11/17/2006 | |
| ** 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. | ||