SEC Form 4 · accession 0001209191-18-061963

A. H. Belo Corp · AHC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

James M Moroney III

Director

Period of report

Dec 10, 2018

Accepted (ET)

Dec 11, 2018 · 2:04 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
Series A Common Stock^F1,F2	Dec 10, 2018	M	25,569	—	A	444,733	D
Series A Common Stock^F3	Dec 10, 2018	D	25,569	$4.15	D	419,164	D
Series A Common Stock^F1,F2	Dec 10, 2018	M	46,800	—	A	465,964	D
Series A Common Stock^F3	Dec 10, 2018	D	46,800	$4.15	D	419,164	D
Series A Common Stock^F1,F2	Dec 10, 2018	M	94,660	—	A	513,824	D
Series A Common Stock^F3	Dec 10, 2018	D	94,660	$4.15	D	419,164	D
Series A Common Stock^F4,F2	Dec 10, 2018	M	10,245	—	A	429,409	D
Series A Common Stock^F3	Dec 10, 2018	D	10,245	$4.15	D	419,164	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Units (Time-Based)^F5,F2,F1	—	Dec 10, 2018	M	25,569	D	—	—	Series A Common Stock	25,569	D
Restricted Stock Units (Time-Based)^F6,F2,F1	—	Dec 10, 2018	M	46,800	D	—	—	Series A Common Stock	46,800	D
Restricted Stock Units (Time-Based)^F7,F2,F1	—	Dec 10, 2018	M	94,660	D	—	—	Series A Common Stock	94,660	D
Restricted Stock Units (Time-Based)^F8,F2,F4	—	Dec 10, 2018	M	10,245	D	—	—	Series A Common Stock	10,245	D

Explanation of responses

F1Effective December 10, 2018, the Board of Directors of the Company converted the payment of all outstanding time-based restricted stock units (TBRSUs) held by the Reporting Person 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 August 1, 2018 upon the Reporting Person's retirement as chief executive officer and will be paid 100% in cash on March 1, 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.
F4Effective 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.
F5These TBRSUs were awarded on March 3, 2016.
F6These TBRSUs were awarded on March 2, 2017.
F7These TBRSUs were awarded on March 1, 2018.
F8These TBRSUs were awarded on August 2, 2018.