SEC Form 4 · accession 0001140361-17-002074
MEDIA GENERAL INC · NYSE: MEG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Peterson
Officer — Vice President
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
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance-Based Restricted Stock UnitsF2,F3,F1 | $0.00 | Jan 17, 2017 | D | 25,217 | D | — | — | Voting Common Stock (no par value) | 25,217 | 0 | D |
| Time-Based Restricted Stock UnitsF2,F3,F4 | $0.00 | Jan 17, 2017 | D | 8,406 | D | — | — | Voting Common Stock (no par value) | 8,406 | 0 | D |
Explanation of responses
- F1Of these 25,217 Performance-Based Restricted Stock Units granted under the Media General Amended and Restated Long-Term Incentive Plan, 8,405 and 16,812 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.
- F2On 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").
- F3Each 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.
- F4Of these 8,406 Time-Based Restricted Stock Units granted under the Media General Amended and Restated Long-Term Incentive Plan, 2,801 and 5,605 were scheduled to vest on February 26, 2017 and February 26, 2018, respectively.