SEC Form 4 · accession 0000950142-15-000943
TRIBUNE MEDIA CO · TRCO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Oaktree Capital Group Holdings GP, LLC
Director · 10% Owner
Oaktree Capital Group Holdings, L.P.
Director · 10% Owner
Oaktree AIF Holdings, Inc.
Director · 10% Owner
Oaktree AIF Investments, L.P.
Director · 10% Owner
Oaktree Tribune, L.P.
Director · 10% Owner
Period of report
Apr 28, 2015
Accepted (ET)
Apr 30, 2015 · 4:34 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 | Apr 28, 2015 | S | 4,620,037 | $54.04 | D | 14,173,839 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On April 28, 2015, Oaktree Tribune, L.P. sold 4,620,037 shares of common stock, par value $0.001 per share (the "Common Stock") of Tribune Media Co. (the "Company") in an underwritten offering for $56.00 per share, less $1.96 per share of underwriter discounts and commissions.
- F2Includes 14,145,447 shares of Common Stock directly held by Oaktree Tribune, L.P., an affiliate of the Reporting Person (as described below), and 25,046 shares of Common Stock and 3,346 restricted share units, which vest by their terms on January 1, 2016, each directly held by OCM FIE, LLC ("FIE"), an affiliate of the Reporting Persons (as defined below).
- F3This Form 4 is being filed with respect to certain shares of Common Stock directly held by Oaktree Tribune, L.P. 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 Oaktree Capital Group Holdings GP, LLC ("OCGH GP") (together with Oaktree Tribune, L.P., AIF Investments, AIF Holdings and OCGH, collectively, the "Reporting Persons," and each individually, a "Reporting Person"). (cont'd in FN 4)
- F4(cont'd from FN 3) 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 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 Persons may be deemed directors by deputization by virtue of their right to designate two representatives to be nominated by the Issuer to serve on the Issuer's board of directors. Bruce Karsh and Kenneth Liang were both designated to serve on the Issuer's board of directors on December 31, 2012.
- F6Each of the Reporting Persons and any other directors, shareholders, general partners, managing members, managers and members described above disclaims beneficial ownership of any shares of Common Stock owned beneficially or of record by Oaktree Tribune, L.P. or FIE, except to the extent of their respective pecuniary interest therein, and the inclusion of these securities in this Form 4 shall not be deemed an admission that any such 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.