SEC Form 4 · accession 0000899243-17-010814
NEXSTAR MEDIA GROUP, INC. · NXST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John R Muse
Director
Period of report
Apr 20, 2017
Accepted (ET)
Apr 24, 2017 · 4:30 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001142417
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2 | Apr 20, 2017 | S | 5 | $70.0143 | D | 7,400 | D | |
| Class A Common StockF2,F4,F5 | Apr 20, 2017 | S | 1 | $70.0143 | D | 427 | I | See Footnote |
| Class A Common StockF2,F7,F8,F9 | Apr 20, 2017 | S | 537 | $70.0143 | D | 768,373 | I | See Footnote |
| Class A Common StockF2,F8,F9,F11 | Apr 20, 2017 | S | 7 | $70.0143 | D | 10,048 | I | See Footnote |
| Class A Common StockF2,F8,F9,F13 | Apr 20, 2017 | S | 139 | $70.0143 | D | 198,953 | I | See Footnote |
| Class A Common StockF2,F8,F9,F15 | Apr 20, 2017 | S | 1 | $70.0143 | D | 1,338 | I | See Footnote |
| Class A Common StockF2,F8,F9,F17 | Apr 20, 2017 | S | 2 | $70.0143 | D | 3,087 | I | See Footnote |
| Class A Common StockF2,F8,F9,F19 | Apr 20, 2017 | S | 7 | $70.0143 | D | 10,689 | I | See Footnote |
| Class A Common StockF2,F8,F9,F21 | Apr 20, 2017 | S | 1 | $70.0143 | D | 418 | I | See Footnote |
| Class A Common StockF5,F22 | holding | — | — | — | 58 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Sold by Mr. Muse pursuant to a plan of disposition adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the "10b5-1 Plan").
- F10Sold by HM3 Coinvestors pursuant to the 10b5-1 Plan.
- F11Held of record by HM3 Coinvestors.
- F12Sold by Fund IV pursuant to the 10b5-1 Plan.
- F13Held of record by Fund IV.
- F14Sold by Private Fund IV pursuant to the 10b5-1 Plan.
- F15Held of record by Private Fund IV.
- F16Sold by HM4-EQ Coinvestors pursuant to the 10b5-1 Plan.
- F17Held of record by HM4-EQ Coinvestors.
- F18Sold by HM&Co. pursuant to the 10b5-1 Plan.
- F19Held of record by HM&Co.
- F2The shares were sold in multiple trades at prices ranging from $70.00 to $70.10. The price reported above reflects the weighted average sale price. Mr. Muse hereby undertakes to provide to the Securities and Exchange Commission staff (the "Staff"), the issuer or any security holder of the issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.
- F20Sold by HMCP I pursuant to the 10b5-1 Plan.
- F21Held of record by HMCP I.
- F22Held of record by MFE.
- F3Sold by JRM Interim Investors, L.P., a Texas limited partnership ("JRM"), pursuant to the 10b5-1 Plan.
- F4Held of record by JRM.
- F5Muse Family Enterprises, Ltd., a Texas limited partnership ("MFE") and JRM are both indirectly beneficially owned by Mr. Muse. However, Mr. Muse disclaims beneficial ownership of the issuer's securities held of record by MFE and JRM except to the extent of his pecuniary interest therein.
- F6Sold by Hicks, Muse, Tate & Furst Equity Fund III, L.P., a Delaware limited partnership ("Fund III") pursuant to the 10b5-1 Plan.
- F7Held of record by Fund III.
- F8Mr. Muse is an executive officer of the ultimate general partner of each of Fund III, HM3 Coinvestors, L.P., a Texas limited partnership ("HM3 Coinvestors"), Hicks, Muse, Tate & Furst Equity Fund IV, L.P., a Delaware limited partnership ("Fund IV"), Hicks, Muse, Tate & Furst Private Equity Fund IV, L.P., a Delaware limited partnership ("Private Fund IV"), HM4-EQ Coinvestors, L.P., a Texas limited partnership ("HM4-EQ Coinvestors"), Hicks, Muse & Co. Partners, L.P., a Texas limited partnership ("HM&Co.") and HM Capital Partners I LP, a Delaware limited partnership ("HMCP I"). In addition, Mr. Muse is the sole member of the committee that exercises voting and dispositive power over the issuer's securities held by the ultimate general partner of each of Fund III, HM3 Coinvestors, Fund IV, Private Fund IV, HM4-EQ Coinvestors, HM&Co. and HMCP I. Accordingly, Mr. Muse (Continued in footnote 9)
- F9may be deemed to beneficially own all of the issuer's securities held directly by Fund III, HM3 Coinvestors, Private Fund IV, Fund IV, HM4-EQ Coinvestors, HM&Co. and HMCP I. However, Mr. Muse disclaims beneficial ownership of the issuer's securities held by Fund III, HM3 Coinvestors, Fund IV, Private Fund IV, HM4-EQ Coinvestors, HM&Co. and HMCP I except to the extent of his pecuniary interest therein.