SEC Form 4 · accession 0000899243-17-001580
MEDIA GENERAL INC · NYSE: MEG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John R Muse
Other
Period of report
Jan 17, 2017
Accepted (ET)
Jan 19, 2017 · 6:39 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000216539
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Voting Common StockF1 | Jan 17, 2017 | U | 45,726 | — | D | 0 | D | |
| Voting Common StockF1,F2,F3,F4 | Jan 17, 2017 | U | 8,002,927 | — | D | 0 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Stock UnitF5 | — | Jan 17, 2017 | U | 13,908 | A | — | — | Voting Common Stock (no par value) | 13,908 | 0 | D |
| Voting Common Stock OptionF6 | — | Jan 17, 2017 | U | 73,570 | A | Sep 18, 2015 | Sep 18, 2022 | Voting Common Stock | 73,570 | 0 | D |
Explanation of responses
- F1Each share of the issuer's Voting Common Stock was disposed of pursuant to a merger agreement (the "Merger Agreement"), dated January 27, 2016, among the issuer, Nexstar Broadcasting Group, Inc. ("Nexstar") and a wholly owned subsidiary of Nexstar in exchange for (a) $10.55 in cash, (b) 0.1249 shares of Nexstar Class A Common Stock ("Nexstar Common Stock") and (c) certain contingent value rights (together, the "Merger Consideration"), in each case, upon the terms and subject to the conditions set forth in the Merger Agreement.
- F2Of the 8,002,927 shares of Voting Common Stock disposed of, (a) 479 shares were directly owned by Muse Family Enterprises, Ltd., a Texas limited partnership ("MFE"), (b) 3,444 shares were directly owned by JRM Interim Investors, L.P., a Texas limited partnership ("JRM"), (c) 6,190,117 shares were directly owned by Hicks, Muse, Tate & Furst Equity Fund III, L.P., a Delaware limited partnership ("Fund III"), (d) 80,946 shares were directly owned by HM3 Coinvestors, L.P., a Texas limited partnership ("HM3 Coinvestors"), (e) 1,602,797 shares were directly owned by Hicks, Muse, Tate & Furst Equity Fund IV, L.P., a Delaware limited partnership ("Fund IV"), (f) 10,781 shares were directly owned by Hicks, Muse, Tate & Furst Private Equity Fund IV, L.P., a Delaware limited partnership ("Private Fund IV"), (g) 24,873 shares were directly owned by HM4-EQ Coinvestors, L.P., a Texas limited partnership ("HM4-EQ Coinvestors"), (Continued in footnote 3)
- F3(h) 86,115 shares were directly owned by Hicks, Muse & Co. Partners, L.P., a Texas limited partnership ("HM&Co."), and (i) 3,375 shares were directly owned by HM Capital Partners I LP, a Delaware limited partnership ("HMCP I").
- F4MFE and JRM are both indirectly beneficially owned by Mr. Muse. Mr. Muse is an executive officer of the ultimate general partner of each of Fund III, HM3 Coinvestors, Fund IV, Private Fund IV, HM4-EQ Coinvestors, HM&Co. and HMCP I. In addition, Mr. Muse is a voting member of a two-person 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 may 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 MFE, JRM, 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.
- F5Deferred stock units, granted under the issuer's Directors' Deferred Compensation Plan (the "Plan"). Pursuant to the Merger Agreement, each deferred stock unit was canceled and converted into the right to receive, at the time provided for payment or settlement of the award pursuant to the terms of the Plan, the Merger Consideration.
- F6Pursuant to the Merger Agreement, the Voting Common Stock Option was assumed by Nexstar and became an option to purchase, on the same terms and conditions (other than vesting terms) as applied to the Voting Common Stock Option immediately prior to the Merger, 21,578 shares of Nexstar Common Stock at an exercise price of $9.82 per share.