SEC Form 4 · accession 0000950142-16-002777

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

• F1Reflects the grant, pursuant to the Tribune Company 2013 Equity Incentive Plan (the "Plan"), to OCM FIE, LLC ("OCM FIE"), an affiliate of Oaktree Capital Group Holdings GP, LLC (the "Reporting Person"), of (i) 3,845 shares of the Issuer's Class A 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) 2,514 shares of Common Stock granted in respect of Michael Kreger's service as a director of the Company.
• F2Reflects the grant, pursuant to the Plan, to OCM FIE of (i) 2,957 restricted stock units ("RSUs") with respect to Common Stock granted in respect of Mr. Karsh's service as a director of the Company and (ii) 2,957 RSUs granted in respect of Mr. Kreger's service as a director of the Company. The RSUs will vest in full on January 1, 2017, subject to each respective director's continued service as a director of the Company.
• F3In addition to the Common Stock and RSUs reported in Table 1, includes 14,145,447 shares of Common Stock directly held by Oaktree Tribune, L.P., an affiliate of Oaktree Capital Group Holdings GP, LLC (the "Reporting Person") and (i) 28,097 shares of Common Stock and (ii) 1,398 RSUs, which vest by their terms on May 20, 2016, both directly held by OCM FIE.
• F4As previously reported, on April 9, 2015, the Issuer paid a special cash dividend of $6.73 to holders of record of 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 Plan to reflect the special cash dividend. This total reflects such adjustment.
• F5This Form 4 is being filed with respect to certain Common Stock and RSUs directly held by OCM FIE and Oaktree Tribune, L.P. Oaktree Capital Group Holdings, L.P. ("OCGH") 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 OCGH. The general partner of OCGH is the Reporting Person. (cont'd in FN 6)
• F6(cont'd from FN 5) The media company business of the Reporting Person is managed by a media company committee of the Reporting Person, which controls the decisions of the Reporting Person 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 RSUs 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.