SEC Form 4 · accession 0001209191-18-001162

TRIBUNE MEDIA CO · TRCO

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

Reporting owner

Officer — EVP & CFO

Period of report

Dec 29, 2017

Accepted (ET)

Jan 3, 2018 · 5:30 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
Class A Common Stock^F1	Dec 29, 2017	M	3,835	—	A	57,298	D
Class A Common Stock	Dec 29, 2017	F	1,799	$42.47	D	55,499	D
Class A Common Stock^F2	Dec 31, 2017	M	27,812	—	A	83,311	D
Class A Common Stock	Dec 31, 2017	F	3,261	$42.47	D	80,050	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance Share Units^F1	—	Dec 29, 2017	M	3,835	D	—	Mar 1, 2018	Class A Common Stock	3,835	26,847	D
Restricted Stock Units^F2,F3	—	Dec 31, 2017	M	27,814	D	—	—	Class A Common Stock	27,812	22,392	D

F1Each performance share unit ("PSU") represents a contingent right to receive a share of the Company's Class A Common Stock. The PSUs vest during a two year performance period from March 1, 2016 until March 1, 2018, if a closing price of the Company's Class A Common Stock is maintained for 10 consecutive trading days that equals or exceeds $44 and each increment of $2 thereafter, up to a maximum of $64, as adjusted for dividends declared subsequent to the grant (each, a "stock price hurdle"). No stock price hurdle is counted twice. On December 29, 2017, the fourth stock price hurdle, as adjusted for dividends, was achieved.
F2Restricted Stock Units ("RSUs") convert into shares of Class A Common Stock upon vesting on a one-for-one basis.
F3On April 27, 2017, the Reporting Person was granted an award of 27,300 RSUs, upon which additional RSUs accrued as a result of the payment of quarterly cash dividends on the Company's Class A Common Stock. Of these RSUs, 6,953 vested on December 31, 2017. On the vesting date, cash in lieu of .6068 vested fractional shares was also credited to the Reporting Person. The remainder of the Reporting Person's RSUs were converted into shares of Restricted Stock and remain subject to the same terms as were applicable to the unvested RSUs that they replace.