Edgar Filing: LIN Media LLC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Hicks, Muse, Tate & Furst Equity Fund IV, L.P.

2. Issuer Name and Ticker or Trading Symbol
LIN Media LLC [NYSE: LIN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Former 10% Owner

(Last)

(First)

(Middle)

C/O HICKS, MUSE, TATE & FURST INCORP., 2100 MCKINNEY AVENUE, SUITE 1600

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2014

(Street)

DALLAS, TX 75201

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Shares	06/12/2014		C		598,590	A	⁽¹⁾	598,590	I ⁽¹⁾ ⁽²⁾	See Footnotes ⁽¹⁾ ⁽²⁾
Class A Common Shares	06/12/2014		C		4,026	A	⁽³⁾	602,616	I ⁽²⁾ ⁽⁴⁾	See Footnotes ⁽²⁾ ⁽⁴⁾
Class A Common Shares	12/19/2014		U⁽⁵⁾		598,590	D	⁽⁵⁾	4,026	I ⁽²⁾ ⁽⁶⁾	See Footnotes ⁽²⁾ ⁽⁶⁾
Class A Common Shares	12/19/2014		U⁽⁵⁾		4,026	D	⁽⁵⁾	0	I ⁽²⁾	See Footnote ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Shares

⁽⁷⁾

06/12/2014

598,590

⁽⁷⁾

Class A Common Shares

598,590

⁽¹⁾

3,623,121

I ⁽²⁾ ⁽⁸⁾

See Footnotes ⁽²⁾ ⁽⁸⁾

Class B Common Shares

⁽⁷⁾

06/12/2014

4,026

⁽⁷⁾

Class A Common Shares

4,026

⁽³⁾

3,619,095

I ⁽²⁾ ⁽⁹⁾

See Footnotes ⁽²⁾ ⁽⁹⁾

Class B Common Shares

⁽⁷⁾

12/19/2014

U⁽⁵⁾

3,594,914

⁽⁷⁾

Class A Common Shares

3,594,914

⁽⁵⁾

24,181

I ⁽²⁾ ⁽¹⁰⁾

See Footnotes ⁽²⁾ ⁽¹⁰⁾

Class B Common Shares

⁽⁷⁾

12/19/2014

U⁽⁵⁾

24,181

⁽⁷⁾

Class A Common Shares

24,181

⁽⁵⁾

I ⁽²⁾

See Footnote ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Hicks, Muse, Tate & Furst Equity Fund IV, L.P. C/O HICKS, MUSE, TATE & FURST INCORP. 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS, TX 75201				Former 10% Owner
Hicks, Muse, Tate & Furst Private Equity Fund IV, L.P. C/O HICKS, MUSE, TATE & FURST INCORP. 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS, TX 75201				Former 10% Owner
HM4 Partners, L.P. C/O HICKS, MUSE, TATE & FURST INCORP. 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS, TX 75201				Former 10% Owner
Hicks, Muse GP Partners L.A., L.P. C/O HICKS, MUSE, TATE & FURST INCORP. 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS, TX 75201				Former 10% Owner
Hicks, Muse Latin America Fund I Inc C/O HICKS, MUSE, TATE & FURST INCORP. 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS, TX 75201				Former 10% Owner

Signatures

SEE ATTACHMENTS		12/23/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On June 12, 2014, 598,590 Class B Common Shares were converted into 598,590 Class A Common Shares at the holder's election for no additional consideration. All 598,590 Class B Common Shares were held of record by Hicks, Muse, Tate & Furst Equity Fund IV, L.P., a Delaware limited partnership ("Fund IV"). All 598,590 Class A Common Shares are held of record by Fund IV.
(2)	HM4 Partners, L.P., a Texas limited partnership ("HM4 Partners"), is the sole general partner of Hicks, Muse, Tate & Furst Private Equity Fund IV, L.P., a Delaware limited partnership ("Private Fund IV"), and Fund IV. Hicks, Muse GP Partners L.A., L.P., a Texas limited partnership ("GP Partners LA"), is the sole general partner of HM4 Partners. Hicks, Muse Latin America Fund I Incorporated, a Texas corporation ("LA Fund I Incorporated"), is the sole general partner of GP Partners LA. LA Fund I Incorporated, GP Partners LA and HM4 Partners may be deemed to beneficially own all of the securities held directly by Private Fund IV and Fund IV. Each of LA Fund I Incorporated, GP Partners LA and HM4 Partners disclaim beneficial ownership of such securities except to the extent of any of their respective pecuniary interest therein.
(3)	On June 12, 2014, 4,026 Class B Common Shares were converted into 4,026 Class A Common Shares at the holder's election for no additional consideration. All 4,026 Class B Common Shares were held of record by Private Fund IV. All 4,026 Class A Common Shares are held of record by Private Fund IV.
(4)	Of the 602,616 Class A Common Shares, (a) 598,590 shares are held of record by Fund IV and (b) 4,026 shares are held of record by Private Fund IV.
(5)	Each share was disposed of pursuant to a merger agreement among the issuer, Media General, Inc. and certain of Media General, Inc.'s subsidiaries in exchange for, at the election of the holder thereof, either (a) $25.97 in cash without interest or (b) 1.4714 shares of the voting common stock of Media General, Inc., in each case, upon the terms and subject to the conditions set forth in the merger agreement.
(6)	All of the 4,026 Class A Common Shares are held of record by Private Fund IV.
(7)	At any time upon the election of the holder for no additional consideration, each Class B Common Share is convertible into (i) one fully paid and non-assessable Class A Common Share or (ii) one fully paid and non-assessable Class C Common Share; provided that (a) any necessary approvals of the Federal Communication Commission have been obtained prior to any conversion, and (b) no Class B Common Shares will be converted into Class C Common Shares unless the holders of at least a majority of the Class B Common Shares approve such conversion.
(8)	Of the 3,623,121 Class B Common Shares, (a) 3,594,914 shares are held of record by Fund IV and (b) 28,207 shares are held of record by Private Fund IV.
(9)	Of the 3,619,095 Class B Common Shares, (a) 3,594,914 shares are held of record by Fund IV and (b) 24,181 shares are held of record by Private Fund IV.
(10)	All 24,181 Class B Common Shares are held of record by Private Fund IV.
Remarks: The reporting persons may be deemed to be members of a group with other affiliated entities that collectively were 10% owners. The referenced relationships are described in more detail in Amendment No. 5 to Schedule 13D filed on March 24, 2014 by the reporting persons and, among other persons, Hicks, Muse, Tate & Furst Equity Fund III, L.P., HM3 Coinvestors, L.P., Hicks, Muse & Co. Partners, L.P., HM4-EQ Coinvestors, L.P. and John R. Muse (collectively, the "Affiliated LIN Reporting Persons"). The reporting persons disclaim the existence of a group and disclaim beneficial ownership of any securities held by the other Affiliated LIN Reporting Persons.

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