SEC Form 4 · accession 0001214659-18-002958

NEW YORK TIMES CO · NYT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Steven B. Green

Director

Period of report

Apr 19, 2018

Accepted (ET)

Apr 23, 2018 · 6:47 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 Stock^F1	Apr 19, 2018	A	4,449	$0.00	A	25,291	D
Class A Common Stock^F2	Apr 19, 2018	A	36	$0.00	A	25,327	D
Class A Common Stock^F3	holding	—	—		—	120,000	I	By spouse.
Class A Common Stock^F3	holding	—	—		—	1,400,000	I	By trust.
Class A Common Stock^F3	holding	—	—		—	25,000	I	By trust.
Class A Common Stock^F3	holding	—	—		—	25,000	I	By trust.
Class A Common Stock^F3	holding	—	—		—	984	I	By trust.
Class A Common Stock^F3	holding	—	—		—	984	I	By trust.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Phantom Stock Unit^F4	—	Apr 19, 2018	A	170	A	—	—	Class A Common Stock	170	20,055	D

Explanation of responses

F1Consists of a grant of stock-settled restricted stock units ("RSUs") under The New York Times Company 2010 Incentive Compensation Plan. Each RSU 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 cessation of the reporting person's membership on the Board of Directors.
F2RSUs 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.
F3The reporting person disclaims beneficial ownership of these shares.
F4Phantom stock units credited to the reporting person's account in respect of dividend equivalent payments and related 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, 2018 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 retirement. This transaction involved a derivative security that does not have an exercise date or an expiration date.