SEC Form 4 · accession 0000950142-16-003920

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

• F1These restricted stock units ("RSUs") represent dividend equivalent rights ("DERs") that accrued in respect of RSUs previously granted to OCM FIE, LLC ("OCM FIE"), as a result of payment of the Issuer's second quarterly cash dividend on the Issuer's Class A common stock, par value $0.001 per share (the "Common Stock") on June 6, 2016. 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, the RSUs will vest by their terms on January 1, 2017. Each RSU is the economic equivalent of one share of the Common Stock.
• F2In 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 Oaktree Capital Group Holdings GP, LLC (the "Reporting Person") and (i) 34,940 shares of Common Stock, (ii) 1,407 RSUs, which vest by their terms on May 20, 2016, and (iii) 5,955 RSUs, which vest by their terms on January 1, 2017, all directly held by OCM FIE.
• F3On 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 Tribune Company 2013 Equity Incentive Plan to reflect the special cash dividend. This total reflects such adjustment.
• F4This Form 4 is being filed with respect to certain 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 5)
• F5(cont'd from FN 4) 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.
• F6The 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.
• 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 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.