SEC Form 4 · accession 0001209191-15-060325
TRIBUNE MEDIA CO · TRCO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven Berns
Officer — EVP & CFO
Period of report
Jun 15, 2015
Accepted (ET)
Jul 9, 2015 · 6:31 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000726513
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F1,F2 | — | Jun 15, 2015 | A | 147 | A | — | — | Class A Common Stock | 147 | 32,005 | D |
Explanation of responses
- F1Each restricted stock unit ("RSU") is the economic equivalent of one share of the Issuer's Class A common stock.
- F2These RSUs represent dividend equivalent rights ("DERs") that accrued in respect of RSUs previously granted to the Reporting Person, as a result of payment of the Issuer's first quarterly cash dividend that was paid on the Issuer's Class A 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.
- F3On 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 at the close business on March 25, 2015. As a result, the RSUs then 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 that adjustment.