SEC Form 4 · accession 0001209191-17-027896
NEW YORK TIMES CO · NYT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joichi Ito
Director
Period of report
Apr 19, 2017
Accepted (ET)
Apr 21, 2017 · 5:22 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 | Apr 19, 2017 | A | 6,843 | $0.00 | A | 23,905 | D | |
| Class A Common StockF2 | Apr 20, 2017 | A | 37 | $0.00 | A | 23,942 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom Stock UnitF3 | — | Apr 19, 2017 | A | 133 | A | — | — | Class A Common Stock | 133 | 16,092 | D |
Explanation of responses
- F1Consists of a grant of stock-settled restricted stock units under The New York Times Company 2010 Incentive Compensation Plan. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock and vests on the date of the following Annual Meeting of Stockholders. Vested shares will be delivered within 90 days following the cessation of the reporting person's membership on the Board of Directors.
- F2Restricted Stock Units ("RSUs") acquired in respect of previously reported RSUs awarded under The New York Times Company 2010 Incentive Compensation Plan in connection with, and with a value equal to, cash dividends paid on The New York Times Company's Class A Common Stock ("Dividend Equivalent RSUs"). Dividend Equivalent RSUs granted in respect of vested RSUs are fully vested at grant. Dividend Equivalent RSUs granted in respect of unvested RSUs will vest on the date that such unvested RSUs vest, which is the date of the Company's first annual meeting following the initial grant.
- F3Phantom stock units credited to the reporting person's account in respect of dividend equivalent payments and accumulated interest on previously granted phantom stock units. Each phantom stock unit was credited to the reporting person's account under The New York Times Company Non-Employee Directors Deferral Plan, on April 19, 2017, based on the average closing price of a share of Class A Common Stock for the 30 trading days prior to the date of credit. Distribution in cash is generally made following the cessation of the reporting person's membership on the Board of Directors. This transaction involved a derivative security that does not have an exercise date or an expiration date.