SEC Form 4 · accession 0001214659-18-006957
NEW YORK TIMES CO · NYT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Arthur Sulzberger Jr.
Director
Period of report
Nov 5, 2018
Accepted (ET)
Nov 7, 2018 · 8:43 pm EST
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 | Nov 5, 2018 | M | 66,000 | $3.625 | A | 345,215 | D | |
| Class A Common StockF1 | Nov 5, 2018 | S | 66,000 | $28.0046 | D | 279,215 | D | |
| Class A Common Stock | Nov 5, 2018 | M | 100,000 | $3.625 | A | 379,215 | D | |
| Class A Common Stock | Nov 5, 2018 | D | 100,000 | $28.01 | D | 279,215 | D | |
| Class A Common StockF2 | holding | — | — | — | 1,400,000 | I | By trust. | |
| Class A Common StockF2 | holding | — | — | — | 25,000 | I | By trust. | |
| Class A Common StockF2 | holding | — | — | — | 25,000 | I | By trust. | |
| Class A Common StockF2 | holding | — | — | — | 984 | I | By trust. | |
| Class A Common StockF2 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Options - Rights to BuyF3 | $3.625 | Nov 5, 2018 | M | 66,000 | D | — | Feb 19, 2019 | Class A Common Stock | 66,000 | 0 | D |
| Stock Appreciation RightF4 | $3.625 | Nov 5, 2018 | M | 100,000 | D | — | Feb 19, 2019 | Class A Common Stock | 100,000 | 0 | 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 $28.00 to $28.10, inclusive. The reporting person undertakes to provide 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.
- F2The reporting person disclaims beneficial ownership of these shares.
- F3Rights to buy Class A Common Stock granted on February 19, 2009 under The New York Times Company 1991 Executed Stock Incentive Plan. The option vested in three equal annual installments beginning on February 19, 2010.
- F4Deferred Payment Stock Appreciation Rights granted to compensate the reporting person for 100,000 of 500,000 options to purchase shares of Class A Common Stock originally granted to the reporting person on February 19, 2009, which portion has subsequently been determined to have been null and void. The Deferred Payment Stock Appreciation Rights vested in three equal annual installments beginning February 19, 2010.