SEC Form 4 · accession 0001209191-17-009685
TRIBUNE MEDIA CO · TRCO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew Cherniss
Officer — Pres. and Gen. Mgr., WGN Amer.
Period of report
Feb 8, 2017
Accepted (ET)
Feb 10, 2017 · 5:51 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 StockF1 | Feb 8, 2017 | M | 1,632 | — | A | 1,632 | D | |
| Class A Common Stock | Feb 8, 2017 | F | 705 | $29.07 | D | 927 | D |
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 | — | Feb 8, 2017 | M | 1,632 | D | — | — | Class A Common Stock | 1,632 | 27,191 | D |
Explanation of responses
- F1Restricted Stock Units ("RSUs") convert into shares of Class A Common Stock upon vesting on a one-for-one basis.
- F2On February 8, 2016, the Reporting Person was granted an award of 6,359 RSUs, as adjusted for the Company's February 2017 special dividend. Of these, 1,632 vested on February 8, 2017, including 43 shares distributed in respect of dividend equivalent rights granted in respect of the award. On the vesting date, cash in lieu of .1028 vested fractional shares was also credited to the Reporting Person.
- F3On January 3, 2017, the Company announced a special dividend to holders of the Issuer's Class A Common Stock to be paid in February 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.