0001209191-19-050330.txt : 20190920 0001209191-19-050330.hdr.sgml : 20190920 20190920163841 ACCESSION NUMBER: 0001209191-19-050330 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: Wert Lawrence CENTRAL INDEX KEY: 0001626623 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08572 FILM NUMBER: 191105156 MAIL ADDRESS: STREET 1: 220 EAST 42ND STREET, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 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 0001626623 Wert Lawrence C/O TRIBUNE MEDIA COMPANY 515 N. STATE STREET, SUITE 2400 CHICAGO IL 60654 0 1 0 0 President, Broadcast Media Class A Common Stock 2019-09-19 4 D 0 57113 46.6874 D 0 D Restricted Stock Units 2019-09-19 4 D 0 36010.1881 46.6874 D Class A Common Stock 36010 0 D Employee Stock Option (right to buy) 40.65 2019-09-19 4 D 0 14032 D 2023-05-07 Class A Common Stock 14032 0 D Employee Stock Option (right to buy) 44.08 2019-09-19 4 D 0 12433 D 2025-02-11 Class A Common Stock 12433 0 D Employee Stock Option (right to buy) 24.53 2019-09-19 4 D 0 34110 D 2026-02-08 Class A Common Stock 34110 0 D Employee Stock Option (right to buy) 37.01 2019-09-19 4 D 0 118900 D 2026-08-03 Class A Common Stock 118900 0 D Employee Stock Option (right to buy) 31.98 2019-09-19 4 D 0 32196 D 2027-02-14 Class A Common Stock 32196 0 D Employee Stock Option (right to buy) 42.85 2019-09-19 4 D 0 22506 D 2028-02-01 Class A Common Stock 22506 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. The option, which provided for vesting in four equal annual installments on each anniversary of May 7, 2013, was canceled in the Merger in exchange for a cash payment of $6.037397 per share subject to such option, representing the excess of the Merger Consideration over the exercise price of the option. Pursuant to the Merger Agreement, each option that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested or exercisable, was automatically canceled as of the Effective Time and converted into the right to receive a cash payment equal to the excess, if any, of the value of the Merger Consideration over the exercise price per share of such option, without any interest and subject to all applicable withholding. Each option for which, as of the Effective Time, the exercise price of such option was greater than or equal to the Merger Consideration was automatically cancelled as of the Effective Time without any consideration being paid in respect thereof. The option, which provided for vesting in four equal annual installments on each anniversary of February 11, 2015, was canceled in the Merger in exchange for a cash payment of $2.607397 per share subject to such option, representing the excess of the Merger Consideration over the exercise price of the option. The option, which provided for vesting in four equal annual installments on each anniversary of February 8, 2016, was canceled in the Merger in exchange for a cash payment of $22.157397 per share subject to such option, representing the excess of the Merger Consideration over the exercise price of the option. The option, which vested on December 31, 2018, was canceled in the Merger in exchange for a cash payment of $9.677397 per share subject to such option, representing the excess of the Merger Consideration over the exercise price of the option. The option, which provided for vesting in four equal annual installments beginning February 14, 2018, was canceled in the Merger in exchange for a cash payment of $14.707397 per share subject to such option, representing the excess of the Merger Consideration over the exercise price of the option. The option, which provided for vesting in four equal annual installments beginning February 1, 2019, was canceled in the Merger in exchange for a cash payment of $3.837397 per share subject to such option, representing the excess of the Merger Consideration over the exercise price of the option. /s/ Erin Conroy, Attorney-in-Fact for Lawrence Wert 2019-09-20