SEC Form 4 · accession 0001193805-17-001004
NEW YORK TIMES CO · NYT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Arthur Sulzberger Jr.
Officer — Chairman and Publisher · Director
Period of report
Jun 1, 2017
Accepted (ET)
Jun 5, 2017 · 4:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000071691
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Jun 1, 2017 | S | 32,250 | $17.5283 | D | 199,562 | D | |
| Class A Common StockF2 | Jun 1, 2017 | M | 240,000 | $3.625 | A | 439,562 | D | |
| Class A Common StockF3,F2 | Jun 1, 2017 | S | 240,000 | $17.5257 | D | 199,562 | D | |
| Class A Common StockF4 | holding | — | — | — | 3,337 | I | By 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Options- Rights to BuyF5 | $3.625 | Jun 1, 2017 | M | 240,000 | D | — | Feb 19, 2019 | Class A Common Stock | 240,000 | — | D |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.45 to $17.65, inclusive. The reporting person undertakes to provide to The New York Times Company, any security holder of The New York Times Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F2In addition, the reporting person owns 1,400,000 shares of Class A Common Stock indirectly by a trust.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.42 to $17.65, inclusive. The reporting person undertakes to provide to The New York Times Company, any security holder of The New York Times Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F4Represents shares of Class A stock equivalents attributed to holdings in the Company Stock Fund of The New York Times Companies Supplemental Retirement and Investment Plan (the "401(k) Plan"), based on a plan statement dated as of March 31, 2017. The number of shares was calculated by dividing the dollar value of the reporting person's holdings in such fund by the closing price of The New York Times Company Class A Common Stock on March 31, 2017.
- F5Rights to buy Class A Common Stock granted on February 19, 2009, under The New York Times Company 1991 Executive Stock Incentive Plan. The option has vested in three equal annual installments beginning on February 19, 2010.