SEC Form 4 · accession 0001140361-17-002181
MEDIA GENERAL INC · NYSE: MEG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Standard General L.P.
Director
Soohyung Kim
Officer — See Footnote 3 · Director · 10% Owner
Standard General Fund L.P.
10% Owner
Standard General Communications LLC
10% Owner
Period of report
Jan 17, 2017
Accepted (ET)
Jan 18, 2017 · 5:03 pm 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 valueF1,F2,F3 | Jan 17, 2016 | J | 3,572,050 | — | D | 0 | I | See Footnotes |
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,F1,F2,F3 | $0.00 | Jan 17, 2017 | A | 10,201 | A | — | — | Voting Common Stock, no par value | 10,201 | 10,201 | I |
| Deferred Stock UnitsF4,F1,F2,F3 | $0.00 | Jan 17, 2017 | D | 10,204 | D | — | — | Voting Common Stock, no par value | 10,201 | 0 | I |
| Deferred Stock UnitsF5,F1,F2,F3 | $0.00 | Jan 17, 2017 | D | 4,504 | D | — | — | Voting Common Stock, no par value | 4,504 | 0 | I |
| Deferred Stock UnitsF5,F1,F2,F3 | $0.00 | Jan 17, 2017 | D | 1,111 | D | — | — | Voting Common Stock, no par value | 1,111 | 0 | I |
| Deferred Stock UnitsF5,F1,F2,F3 | $0.00 | Jan 17, 2017 | D | 1,067 | D | — | — | Voting Common Stock, no par value | 1,067 | 0 | I |
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 and (z) 0.1249 of a share of Nexstar Class A common stock (together, the "Merger Consideration").
- F2The securities reported herein were held by Standard General Communications LLC (the "LLC"), a private investment vehicle for which Standard General L.P. ("Standard General") serves as investment manager. As the sole owner of the LLC, Standard General Fund L.P. (the "Limited Partnership") may be deemed to have beneficially owned the shares held by the LLC. Standard General exercised voting and investment control over the shares held for the accounts of the LLC. Mr. Kim is a director of the general partner of the general partner of Standard General and Chief Investment Officer of Standard General, and in such capacities may be deemed to have indirectly beneficially owned the securities reported herein.
- F3Each of the Reporting Persons disclaims having had beneficial ownership of the shares reported herein except to the extent of its pecuniary interest in such shares, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose. Mr. Kim was also a Director of Media General.
- F4Represents Deferred Stock Units granted to Mr. Kim in his capacity as a Director of Media General pursuant to Media General's Directors' Deferred Compensation Plan. Of these Deferred Stock Units, 201 were granted in respect of Mr. Kim'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 Mr. Kim's retirement from service as a director of Media General upon the closing of the Merger. Represents Deferred Stock Units granted to Mr. Kim in his capacity as a Director of Media General pursuant to Media General's Directors' Deferred Compensation Plan.
- F5Represents Deferred Stock Units granted to Mr. Kim in his capacity as a Director of Media General pursuant to Media General's Directors' Deferred Compensation Plan, which were scheduled to vest 12 months from the previously reported grant date. Each 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.