SEC Form 4 · accession 0000950142-15-000012
TRIBUNE MEDIA CO · TRCO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Oaktree Capital Group Holdings GP, LLC
Director · 10% Owner
Period of report
Jan 1, 2015
Accepted (ET)
Jan 5, 2015 · 8:45 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000726513
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F3,F4,F5,F6,F7 | Jan 1, 2015 | A | 3,848 | $0.00 | A | 18,790,372 | I | See Footnotes |
| Restricted Share UnitsF2,F3,F4,F5,F6,F7 | Jan 1, 2015 | A | 3,346 | $0.00 | A | 18,793,718 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Reflects the grant, pursuant to the Tribune Company 2013 Equity Incentive Plan (the "Plan"), to OCM FIE, LLC ("FIE"), an affiliate of Oaktree Capital Group Holdings GP, LLC (the "Reporting Person"), of (i) 2,175 shares of common stock, par value $0.001 per share (the "Common Stock") granted in respect of Bruce A. Karsh's service as a director of Tribune Media Co. (the "Company") and (ii) 1,673 shares of Common Stock granted in respect of Kenneth Liang's service as a director of the Company.
- F2Reflects the grant, pursuant to the Plan, to FIE of (i) 1,673 restricted stock units with respect to Common Stock granted in respect of Mr. Karsh's service as a director of the Company and (ii) 1,673 restricted stock units granted in respect of Mr. Liang's service as a director of the Company. The restricted stock units will vest in full on January 1, 2016, subject to each respective director's continued service as a director of the Company.
- F3Includes 18,765,484 shares of Common Stock directly held by Oaktree Tribune, L.P., an affiliate of the Reporting Person, and 21,040 shares of Common Stock directly held by FIE.
- F4This Form 4 is being filed with respect to certain shares of Common Stock and restricted stock units directly held by FIE and Oaktree Tribune, L.P. OCGH GP may be deemed to indirectly control FIE and decisions with respect to the voting and disposition of Common Stock held by FIE. The general partner of Oaktree Tribune, L.P. is Oaktree AIF Investments, L.P. ("AIF Investments"). The general partner of AIF Investments is Oaktree AIF Holdings, Inc. ("AIF Holdings"). The holder of all of the voting shares of AIF Holdings is Oaktree Capital Group Holdings, L.P. ("OCGH"). The general partner of OCGH is the Reporting Person. (cont'd in FN 5)
- F5(cont'd from FN 4) The media company business of OCGH GP is managed by a media company committee of OCGH GP, which controls the decisions of OCGH GP with respect to the vote and disposition of the Common Stock held by Oaktree Tribune, L.P. The members of such committee are Howard S. Marks, Bruce A. Karsh, John B. Frank, David M. Kirchheimer and Stephen A. Kaplan.
- F6The Reporting Person may be deemed a director by deputization by virtue of its designation of Messrs. Karsch and Liang to serve on the Company's board of directors on December 31, 2012.
- F7The Reporting Person and any other directors, shareholders, general partners, managing members, managers and members described above disclaims beneficial ownership of any shares of Common Stock and restricted stock units owned beneficially or of record by Oaktree Tribune, L.P. or FIE, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this Form 4 shall not be deemed an admission that the Reporting Person has beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.