SEC Form 4 · accession 0000950142-15-001678

TRIBUNE MEDIA CO · TRCO

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On May 20, 2015, in connection with the termination of Mr. Kenneth Liang's service on the Issuer's board of directors, Oaktree Capital Group Holdings GP, LLC (the "Reporting Person") forfeited its beneficial interest in 1,850 unvested restricted stock units ("RSUs") previously granted to OCM FIE, LLC ("OCM FIE"), in respect of Mr. Kenneth Liang's service, per the terms of such RSUs.
• F2These RSUs represent dividend equivalent rights ("DERs") that accrued in respect of RSUs previously granted to OCM FIE, as a result of payment of the Issuer's first quarterly cash dividend on the Issuer's Common Stock on June 15, 2015. These DERs will vest proportionately and on the same terms and conditions with such related RSUs, except that fractional shares, if any, will be settled in cash. As such, 8 such RSUs will vest by their terms on January 1, 2016 and 6 such RSUs will vest by their terms on May 20, 2016. Each RSU is the economic equivalent of one share of the Issuer's Common Stock.
• F3In addition to the RSUs reported in Table 1, includes 14,145,447 shares of Common Stock directly held by Oaktree Tribune, L.P., an affiliate of the Reporting Person and (i) 26,214 shares of Common Stock, (ii) 1,850 RSUs, which vest by their terms on January 1, 2016, and (iii) 1,374 RSUs, which vest by their terms on May 20, 2016, each directly held by OCM FIE.
• F4On April 9, 2015, the Issuer paid a special cash dividend of $6.73 to holders of record of the Issuer's Class A common stock, par value $0.001 per share (the "Common Stock") at the close of business on March 25, 2015. As a result, the RSUs then directly held by OCM FIE and indirectly held by the Reporting Person were adjusted pursuant to the terms of the Tribune Company 2013 Equity Incentive Plan to reflect the special cash dividend. This total reflects such adjustment.
• F5This Form 4 is being filed with respect to certain restricted stock units directly held by OCM FIE and Oaktree Tribune, L.P. OCGH GP may be deemed to indirectly control OCM FIE and decisions with respect to the voting and disposition of Common Stock held by OCM 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)
• F6(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.
• F7The Reporting Person may be deemed a director by deputization by virtue of its designation of Mr. Karsh to serve on the Company's board of directors on December 31, 2012 and its designation of Mr. Kreger to serve on the Company's board of directors on May 20, 2015.
• F8The 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 OCM 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.