SEC Form 4 · accession 0000950142-17-001204
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
Jun 6, 2017
Accepted (ET)
Jun 8, 2017 · 6:33 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 | Jun 6, 2017 | A | 25 | $0.00 | A | 14,189,181 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Reflects the accrual of 25.3236 dividend equivalent share units automatically reinvested under the terms of the previously disclosed grant of 3,908 restricted stock units ("RSUs") with respect to the Issuer's Class A common stock, par value $0.001 per share (the "Common Stock") granted in respect of Mr. Karsh's service as a director of Tribune Media Co. (the "Company") pursuant to the Tribune Company 2013 Equity Incentive Plan (the "Plan").
- F2In addition to the Common Stock 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) 36,514 shares of Common Stock and (ii) 7,195 RSUs, which vest by their terms on January 1, 2018, all directly held by OCM FIE.
- F3This Form 4 is being filed with respect to certain Common Stock 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 4)
- F4(cont'd from FN 3) 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.
- F5The 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.
- 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 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.