4//SEC Filing
Bigelow Chandler 4
Accession 0001209191-19-050322
CIK 0000726513other
Filed
Sep 19, 8:00 PM ET
Accepted
Sep 20, 4:35 PM ET
Size
21.7 KB
Accession
0001209191-19-050322
Insider Transaction Report
Form 4
TRIBUNE MEDIA COTRCO
Bigelow Chandler
EVP, Chief Bus. Strat. & Ops.
Transactions
- Disposition to Issuer
Employee Stock Option (right to buy)
2019-09-19−26,478→ 0 totalExercise: $42.85Exp: 2028-02-01→ Class A Common Stock (26,478 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2019-09-19−13,363→ 0 totalExercise: $40.65Exp: 2023-05-07→ Class A Common Stock (13,363 underlying) - Disposition to Issuer
Restricted Stock Units
2019-09-19$46.69/sh−27,078.755$1,264,237→ 0 total→ Class A Common Stock (27,078 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2019-09-19−37,878→ 0 totalExercise: $31.98Exp: 2027-02-14→ Class A Common Stock (37,878 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2019-09-19−10,360→ 0 totalExercise: $44.08Exp: 2025-02-11→ Class A Common Stock (10,360 underlying) - Disposition to Issuer
Class A Common Stock
2019-09-19$46.69/sh−121,060$5,651,977→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2019-09-19−48,728→ 0 totalExercise: $24.53Exp: 2026-02-28→ Class A Common Stock (48,728 underlying)
Footnotes (9)
- [F1]Disposed of for $46.687397 per share pursuant to the terms of that certain Agreement and Plan of Merger, dated as of November 30, 2018, by and among Tribune Media Company, Nextar Media Group, Inc. and Titan Merger Sub, Inc. (the "Merger Agreement"). All terms capitalized but not defined shall have the respective meanings given to them in the Merger Agreement.
- [F2]Restricted Stock Units ("RSUs") convert into shares of Class A Common Stock upon vesting on a one-for-one basis.
- [F3]Pursuant to the terms of the Merger Agreement, each RSU, whether or not vested, immediately vested and was cancelled and converted into the right to receive a cash payment equal to the product of the total number of shares of Company Stock underlying such RSUs multiplied by the Merger Consideration (the "RSU Consideration"), except that RSUs granted on or after December 1, 2018 (other than RSUs required to be granted pursuant to employment agreements or offer letters) that were unvested as of the effective time of the Merger immediately vested in part on a prorated basis and were cancelled and converted into the right to receive the RSU Consideration on a prorated basis.
- [F4]The option, which provided for vesting in four equal annual installments beginning February 1, 2019, was canceled in the Merger in exchange for a cash payment of $3.837397 per share subject to such option, representing the excess of the Merger Consideration over the exercise price of the option.
- [F5]Pursuant to the Merger Agreement, each option that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested or exercisable, was automatically canceled as of the Effective Time and converted into the right to receive a cash payment equal to the excess, if any, of the value of the Merger Consideration over the exercise price per share of such option, without any interest and subject to all applicable withholding. Each option for which, as of the Effective Time, the exercise price of such option was greater than or equal to the Merger Consideration was automatically cancelled as of the Effective Time without any consideration being paid in respect thereof.
- [F6]The option, which provided for vesting in four equal annual installments beginning on February 14, 2018, was canceled in the Merger in exchange for a cash payment of $14.707397 per share subject to such option, representing the excess of the Merger Consideration over the exercise price of the option.
- [F7]The option, which provided for vesting in four equal annual installments on each anniversary of February 8, 2016, was canceled in the Merger in exchange for a cash payment of $22.157397 per share subject to such option, representing the excess of the Merger Consideration over the exercise price of the option.
- [F8]The option, which provided for vesting in four equal annual installments on each anniversary of February 11, 2015, was canceled in the Merger in exchange for a cash payment of $2.607397 per share subject to such option, representing the excess of the Merger Consideration over the exercise price of the option.
- [F9]The option, which provided for vesting in four equal annual installments on each anniversary of March 1, 2013, was canceled in the Merger in exchange for a cash payment of $6.037397 per share subject to such option, representing the excess of the Merger Consideration over the exercise price of the option.
Documents
Issuer
TRIBUNE MEDIA CO
CIK 0000726513
Entity typeother
Related Parties
1- filerCIK 0001626646
Filing Metadata
- Form type
- 4
- Filed
- Sep 19, 8:00 PM ET
- Accepted
- Sep 20, 4:35 PM ET
- Size
- 21.7 KB