SEC Form 4 · accession 0000950142-15-000630
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
Mar 20, 2015
Accepted (ET)
Mar 24, 2015 · 4:06 pm EDT
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,F2,F3,F4,F5,F6 | Mar 20, 2015 | A | 158 | $0.00 | A | 18,793,876 | 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 158 shares of common stock, par value $0.001 per share (the "Common Stock") granted in respect of Bruce A. Karsh's service on the Tribune Media Co. (the "Company") board of directors' nominating and corporate governance committee.
- F2In addition to the 158 shares of Common Stock referred to above, includes 18,765,484 shares of Common Stock directly held by Oaktree Tribune, L.P., an affiliate of the Reporting Person, and 24,888 shares of Common Stock and 3,346 restricted share units, which vest by their terms on January 1, 2016, each directly held by FIE.
- F3This Form 4 is being filed with respect to certain shares of Common Stock 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 4)
- F4(cont'd from FN 3) 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.
- F5The Reporting Person may be deemed a director by deputization by virtue of its indirect designation of Messrs. Karsch and Liang to serve on the Company's board of directors on December 31, 2012.
- F6The 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.