SEC Form 4 · accession 0001140361-17-002070

MEDIA GENERAL INC · NYSE: MEG

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

Reporting owner

James F Woodward

Officer — Senior VP and CFO

Period of report

Jan 17, 2017

Accepted (ET)

Jan 18, 2017 · 10:12 am 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 Stock (no par value)^F1,F2	Jan 17, 2017	D	32,014	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (right to buy)^F1,F2,F3	$20.30	Jan 17, 2017	D	2,400	D	—	Jan 29, 2018	Voting Common Stock (no par value)	2,400	D
Employee Stock Option (right to buy)^F1,F2,F3	$2.16	Jan 17, 2017	D	5,000	D	—	Jan 29, 2019	Voting Common Stock (no par value)	5,000	D
Employee Stock Option (right to buy)^F1,F2,F3	$8.90	Jan 17, 2017	D	5,000	D	—	Jan 28, 2020	Voting Common Stock (no par value)	5,000	D
Employee Stock Option (right to buy)^F1,F2,F3	$5.20	Jan 17, 2017	D	4,900	D	—	Jan 27, 2021	Voting Common Stock (no par value)	4,900	D
Employee Stock Option (right to buy)^F1,F2,F3	$4.98	Jan 17, 2017	D	11,100	D	—	Jan 26, 2022	Voting Common Stock (no par value)	11,100	D
Employee Stock Option (right to buy)^F1,F2,F3	$4.26	Jan 17, 2017	D	16,000	D	—	Jan 31, 2023	Voting Common Stock (no par value)	16,000	D
Performance-Based Restricted Stock Units^F1,F2,F4	$0.00	Jan 17, 2017	D	16,812	D	—	—	Voting Common Stock (no par value)	16,812	D
Time-Based Restricted Stock Units^F1,F2,F5	$0.00	Jan 17, 2017	D	5,604	D	—	—	Voting Common Stock (no par value)	5,604	D

Explanation of responses

F1On January 17, 2017, Media General, Inc. ("Media General") and Nexstar Broadcasting Group, Inc. ("Nexstar") consummated a business transaction (the "Merger") which resulted in Media General merging with a wholly owned subsidiary of Nexstar and Media General ultimately surviving as a wholly owned subsidiary of Nexstar. Pursuant to the Merger, each outstanding share of voting common stock, no par value per share, of Media General (the "Voting Common Stock"), was converted into the right to receive (x) $10.55 in cash, without interest, (y) one contractual contingent value right to be issued by Nexstar (a "CVR") and (z) 0.1249 of a share of Nexstar Class A common stock (together, the "Merger Consideration").
F2Each equity and equity-based award (other than stock options) granted pursuant to Media General's plans that was outstanding immediately prior to the Merger was cancelled and converted into the right to receive the Merger Consideration with respect to each share of Voting Common Stock underlying such award. Each stock option granted pursuant to Media General's plans that was outstanding immediately prior to the Merger was converted into the right to receive, with respect to each share of Voting Common Stock underlying such option, (i) an option to acquire shares of Nexstar Class A common stock (with the number of shares and the per-share exercise price being determined in accordance with the exchange ratio set forth in the merger agreement) and (ii) a CVR.
F3These options were granted under the Media General Amended and Restated Long-Term Incentive Plan and were fully exercisable.
F4Of these 16,812 Performance-Based Restricted Stock Units granted under the Media General Amended and Restated Long-Term Incentive Plan, 5,603 and 11,209 were scheduled to vest on February 26, 2017 and February 26, 2018, respectively, contingent upon achievement of performance metrics designated by the Compensation Committee of the Board of Directors at the beginning of each year.
F5Of these 5,604 Time-Based Restricted Stock Units granted under the Media General Amended and Restated Long-Term Incentive Plan, 1,868 and 3,736 were scheduled to vest on February 26, 2017 and February 26, 2018, respectively.