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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Options for Class A Common Shares | $ 3.605 | 12/19/2014 | D | 70,850 | 12/08/2012 | 12/08/2021 | Class A Common Shares | 70,850 | $ 0 | 0 (3) | D | ||||
Options for Class A Common Shares | $ 6.605 | 12/19/2014 | D | 113,475 | 12/06/2013 | 12/06/2022 | Class A Common Shares | 113,475 | $ 0 | 0 (3) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Sadusky Vincent L C/O LIN MEDIA LLC 701 BRAZOS STREET, SUITE 800 AUSTIN, TX 78701 |
X | President and CEO |
/s/ Katherine M. Whalen, Attorney-in-fact for Vincent L. Sadusky | 12/23/2014 | |
**Signature of Reporting Person | Date |
* | 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) | This number includes 212,150 restricted shares awarded pursuant to the amended and restated 2002 Stock Plan. These shares remain subject to forfeiture and are nontransferable until vested. The shares vest over three (3) years from the date of grant. |
(2) | Upon the merger between LIN Media LLC and Media General, Inc. becoming effective, each Class A Common Share was converted at the election of the holder thereof, into the right to receive either (a) $25.97 in cash without interest or (b) 1.4714 Media General Voting Common Stock, upon the terms and subject to the conditions set forth in the merger agreement. |
(3) | Each Option for Class A Common Shares was assumed by Media General and became an option to purchase, on the same terms and conditions (including applicable vesting requirements and deferral provisions), as applied to each Option immediately prior to the merger between LIN Media LLC and Media General, Inc., shares of Media General, Inc. Voting Common Stock subject to certain adjustments to reflect an exchange ratio of 1.4714. |