SEC Form 4 · accession 0001209191-18-061954
A. H. Belo Corp · AHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael J. Wilson
Officer — Dallas Morning News Editor
Period of report
Dec 10, 2018
Accepted (ET)
Dec 11, 2018 · 1:29 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001413898
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Series A Common StockF1,F2 | Dec 10, 2018 | M | 1,311 | — | A | 4,105 | D | |
| Series A Common StockF3 | Dec 10, 2018 | D | 1,311 | $4.15 | D | 2,794 | D | |
| Series A Common StockF1,F2 | Dec 10, 2018 | M | 2,400 | — | A | 5,194 | D | |
| Series A Common StockF3 | Dec 10, 2018 | D | 2,400 | $4.15 | D | 2,794 | D | |
| Series A Common StockF1,F2 | Dec 10, 2018 | M | 4,854 | — | A | 7,648 | D | |
| Series A Common StockF3 | Dec 10, 2018 | D | 4,854 | $4.15 | D | 2,794 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Units (Time-Based)F4,F2,F1 | — | Dec 10, 2018 | M | 1,311 | D | — | — | Series A Common Stock | 1,311 | 0 | D |
| Restricted Stock Units (Time-Based)F5,F2,F1 | — | Dec 10, 2018 | M | 2,511 | D | — | — | Series A Common Stock | 2,400 | 0 | D |
| Restricted Stock Units (Time-Based)F6,F2,F1 | — | Dec 10, 2018 | M | 4,854 | D | — | — | Series A Common Stock | 4,854 | 0 | D |
Explanation of responses
- F1Effective December 10, 2018, the Board of Directors of the Company accelerated the vesting of all outstanding time-based restricted stock units (TBRSUs) held by the Reporting Person and converted the payment of each TBRSU into the right to receive cash in an amount equal to the closing market price of a share of the Company's Series A Common Stock on the New York Stock Exchange on December 10, 2018. The number of shares shown represents the TBRSUs that vested on December 10, 2018 and will be paid 100% in cash on December 11, 2019.
- F2Each TBRSU represented the right to receive the cash value of one share of A. H. Belo Corporation Series A Common Stock on the vesting date. Upon vesting, no additional purchase price was payable by the Reporting Person.
- F3The number of shares shown represents the settlement, 100% in cash, of TBRSUs that vested on December 10, 2018 and will be paid on December 11, 2019. Pursuant to SEC guidance, settlement in cash is deemed to be a disposition of shares to the Company.
- F4These TBRSUs were awarded on March 3, 2016.
- F5These TBRSUs were awarded on March 2, 2017.
- F6These TBRSUs were awarded on March 1, 2018.