SEC Form 4 · accession 0001140361-17-002080
MEDIA GENERAL INC · NYSE: MEG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
H.C. Charles Diao
Director
Period of report
Jan 17, 2017
Accepted (ET)
Jan 18, 2017 · 10:19 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,F3 | Jan 17, 2017 | D | 96,620 | — | D | 0 | I | by the H. C. Charles Diao Children Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Stock UnitsF4 | $0.00 | Jan 17, 2017 | A | 10,000 | A | — | — | Voting Common Stock (no par value) | 10,000 | 30,785 | D |
| Deferred Stock UnitsF1,F2,F5 | $0.00 | Jan 17, 2017 | D | 30,785 | D | — | — | Voting Common Stock (no par value) | 30,785 | 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.
- F3These shares were held by The H. C. Charles Diao Children Trust (the "Children Trust"). The investment assets of the Children Trust, including the shares described herein, are managed by Diao Capital Management LLC, an investment manager controlled by Mr. Diao, with full voting and dispositive authority. Mr. Diao disclaims any beneficial ownership in the shares held by the Children Trust and this report shall not be deemed, for purposes of Section 16 under the Securities Act of 1934, as amended, or for any other purpose, to be an admission of such beneficial ownership.
- F4These Deferred Stock Units ("DSUs") were granted in connection with the reporting person's retirement from service as a director of Media General upon the closing of the Merger.
- F5Each 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.