SEC Form 4 · accession 0001140361-17-002073
MEDIA GENERAL INC · NYSE: MEG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Wyndham Robertson
Director
Period of report
Jan 17, 2017
Accepted (ET)
Jan 18, 2017 · 10:14 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 | 11,343 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Stock UnitsF3 | $0.00 | Jan 17, 2017 | A | 10,201 | A | — | — | Voting Common Stock (no par value) | 10,201 | 44,272 | D |
| Deferred Stock UnitsF1,F2,F4 | $0.00 | Jan 17, 2017 | D | 44,272 | D | — | — | Voting Common Stock (no par value) | 44,272 | 0 | 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.
- F3Of these 10,201 Deferred Stock Units ("DSUs"), 201 were granted in respect of the reporting person's quarterly retainer for service as a director of Media General, prorated for the period from January 1, 2017 to the date of the closing of the Merger, and 10,000 were granted in connection with the reporting person's retirement from service as a director of Media General upon the closing of the Merger.
- F4Each DSU was the economic equivalent of one share of Voting Common Stock. In connection with the Merger, these DSUs were converted into the right to receive the Merger Consideration at the closing of the Merger.