SEC Form 4 · accession 0001209191-17-004635

TRIBUNE MEDIA CO · TRCO

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

Reporting owner

Officer — EVP, General Counsel & CSO

Period of report

Jan 17, 2017

Accepted (ET)

Jan 19, 2017 · 6:27 pm EST

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 Stock^F1	Jan 17, 2017	M	9,372	—	A	34,245	D
Class A Common Stock	Jan 17, 2017	F	3,509	$28.80	D	30,736	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F3,F1,F2	—	Jan 17, 2017	M	9,373	D	—	—	Class A Common Stock	9,372	18,685	D

F1Restricted Stock Units ("RSUs") convert into shares of Class A Common Stock upon vesting on a one-for-one basis.
F2On May 7, 2013 and February 11, 2014, the Reporting Person was granted awards of 6,640 and 23,113, respectively, as adjusted for the Company's August 2014 spin-off and April 2015 and February 2017 special dividends. Of these, 2,092 and 7,280, respectively, vested on January 17, 2017, including 91 and 318 shares distributed in respect of dividend equivalent rights granted in respect of the awards. On the vesting date, cash in lieu of .4948 and .3342 vested fractional shares, respectively, was also credited to the Reporting Person.
F3On January 3, 2017, the Company announced a special dividend to holders of its Class A Common Stock at the close of business on January 13, 2017. 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 dividend. This total reflects that adjustment.