SEC Form 4 · accession 0001140361-17-002082
MEDIA GENERAL INC · NYSE: MEG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrew C. Carington
Officer — VP, GC and Secretary
Period of report
Jan 17, 2017
Accepted (ET)
Jan 18, 2017 · 10:20 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 | 10,978 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F1,F2,F3 | $20.30 | Jan 17, 2017 | D | 4,000 | D | — | Jan 29, 2018 | Voting Common Stock (no par value) | 4,000 | 0 | D |
| Employee Stock Option (right to buy)F1,F2,F3 | $2.16 | Jan 17, 2017 | D | 3,000 | D | — | Jan 29, 2019 | Voting Common Stock (no par value) | 3,000 | 0 | D |
| Employee Stock Option (right to buy)F1,F2,F3 | $8.90 | Jan 17, 2017 | D | 4,300 | D | — | Jan 28, 2020 | Voting Common Stock (no par value) | 4,300 | 0 | D |
| Employee Stock Option (right to buy)F1,F2,F3 | $5.20 | Jan 17, 2017 | D | 3,200 | D | — | Jan 27, 2021 | Voting Common Stock (no par value) | 3,200 | 0 | D |
| Employee Stock Option (right to buy)F1,F2,F3 | $4.98 | Jan 17, 2017 | D | 5,500 | D | — | Jan 26, 2022 | Voting Common Stock (no par value) | 5,500 | 0 | D |
| Employee Stock Option (right to buy)F1,F2,F3 | $4.26 | Jan 17, 2017 | D | 8,500 | D | — | Jan 31, 2023 | Voting Common Stock (no par value) | 8,500 | 0 | D |
| Performance-Based Restricted Stock UnitsF1,F2,F4 | $0.00 | Jan 17, 2017 | D | 15,130 | D | — | — | Voting Common Stock (no par value) | 15,130 | 0 | D |
| Time-Based Restricted Stock UnitsF1,F2,F5 | $0.00 | Jan 17, 2017 | D | 5,043 | D | — | — | Voting Common Stock (no par value) | 5,043 | 0 | D |
| Phantom StockF1,F2,F6 | $0.00 | Jan 17, 2017 | D | 1,561 | D | — | — | Voting Common Stock (no par value) | 1,561 | 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. 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 15,130 Performance-Based Restricted Stock Units granted under the Media General Amended and Restated Long-Term Incentive Plan, 5,043 and 10,087 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 5,043 Time-Based Restricted Stock Units granted under the Media General Amended and Restated Long-Term Incentive Plan, 1,681 and 3,362 were scheduled to vest on February 26, 2017 and February 26, 2018, respectively.
- F6These units of Phantom Stock were acquired under Media General's supplemental 401(k) deferred compensation plan. Each unit was the economic equivalent of one share of Voting Common Stock. Units were payable in cash following the termination of the reporting person's employment.