0001209191-19-050328.txt : 20190920 0001209191-19-050328.hdr.sgml : 20190920 20190920163736 ACCESSION NUMBER: 0001209191-19-050328 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190919 FILED AS OF DATE: 20190920 DATE AS OF CHANGE: 20190920 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Harvey Gavin William CENTRAL INDEX KEY: 0001744340 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08572 FILM NUMBER: 191105137 MAIL ADDRESS: STREET 1: 515 N. STATE STREET STREET 2: SUITE 2400 CITY: CHICAGO STATE: IL ZIP: 60654 ISSUER: 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: 1231 BUSINESS ADDRESS: STREET 1: 515 NORTH STATE STREET STREET 2: SUITE 2400 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: 3122223394 MAIL ADDRESS: STREET 1: 515 NORTH STATE STREET STREET 2: SUITE 2400 CITY: CHICAGO STATE: IL ZIP: 60654 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-09-19 1 0000726513 TRIBUNE MEDIA CO TRCO 0001744340 Harvey Gavin William C/O TRIBUNE MEDIA COMPANY 515 N. STATE STREET, SUITE 2400 CHICAGO IL 60654 0 1 0 0 Pres., WGNA & Trib. Studios Class A Common Stock 2019-09-19 4 D 0 2663 46.6874 D 0 D Restricted Stock Units 2019-09-19 4 D 0 20104.4303 46.6874 D Class A Common Stock 20104 0 D Disposed of for $46.687397 per share pursuant to the terms of that certain Agreement and Plan of Merger, dated as of November 30, 2018, by and among Tribune Media Company, Nextar Media Group, Inc. and Titan Merger Sub, Inc. (the "Merger Agreement"). All terms capitalized but not defined shall have the respective meanings given to them in the Merger Agreement. Restricted Stock Units ("RSUs") convert into shares of Class A Common Stock upon vesting on a one-for-one basis. Pursuant to the terms of the Merger Agreement, each RSU, whether or not vested, immediately vested and was cancelled and converted into the right to receive a cash payment equal to the product of the total number of shares of Company Stock underlying such RSUs multiplied by the Merger Consideration (the "RSU Consideration"), except that RSUs granted on or after December 1, 2018 (other than RSUs required to be granted pursuant to employment agreements or offer letters) that were unvested as of the effective time of the Merger immediately vested in part on a prorated basis and were cancelled and converted into the right to receive the RSU Consideration on a prorated basis. /s/ Erin Conroy, Attorney-in-Fact for Gavin W. Harvey 2019-09-20