Edgar Filing: LIN Media LLC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HICKS MUSE TATE & FURST EQUITY FUND III LP

2. Issuer Name and Ticker or Trading Symbol
LIN Media LLC [NYSE: LIN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Former 10% Owner

(Last)

(First)

(Middle)

C/O HICKS, MUSE, TATE & FURST INCORP., 2100 MCKINNEY AVENUE, SUITE 1600

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2014

(Street)

DALLAS, TX 75201

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Shares	06/12/2014		C		2,311,798	A	⁽¹⁾	2,311,798	I ⁽¹⁾ ⁽²⁾	See Footnotes ⁽¹⁾ ⁽²⁾
Class A Common Shares	06/12/2014		C		30,231	A	⁽³⁾	2,342,029	I ⁽²⁾ ⁽⁴⁾	See Footnotes ⁽²⁾ ⁽⁴⁾
Class A Common Shares	12/19/2014		U⁽⁵⁾		2,311,798	D	⁽⁵⁾	30,231	I ⁽²⁾ ⁽⁶⁾	See Footnotes ⁽²⁾ ⁽⁶⁾
Class A Common Shares	12/19/2014		U⁽⁵⁾		30,231	D	⁽⁵⁾	0	I ⁽²⁾	See Footnote ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Shares

⁽⁷⁾

06/12/2014

2,311,798

⁽⁷⁾

Class A Common Shares

2,311,798

⁽¹⁾

14,095,600

I ⁽²⁾ ⁽⁸⁾

See Footnotes ⁽²⁾ ⁽⁸⁾

Class B Common Shares

⁽⁷⁾

06/12/2014

30,231

⁽⁷⁾

Class A Common Shares

30,231

⁽³⁾

14,065,369

I ⁽²⁾ ⁽⁹⁾

See Footnotes ⁽²⁾ ⁽⁹⁾

Class B Common Shares

⁽⁷⁾

12/19/2014

U⁽⁵⁾

13,883,813

⁽⁷⁾

Class A Common Shares

13,883,813

⁽⁵⁾

181,556

I ⁽²⁾ ⁽¹⁰⁾

See Footnotes ⁽²⁾ ⁽¹⁰⁾

Class B Common Shares

⁽⁷⁾

12/19/2014

U⁽⁵⁾

181,556

⁽⁷⁾

Class A Common Shares

181,556

⁽⁵⁾

I ⁽²⁾

See Footnote ⁽²⁾

Class C Common Shares

⁽¹¹⁾

12/19/2014

U⁽⁵⁾

⁽¹¹⁾

Class A Common Shares

⁽⁵⁾

I ⁽²⁾

See Footnote ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HICKS MUSE TATE & FURST EQUITY FUND III LP C/O HICKS, MUSE, TATE & FURST INCORP. 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS, TX 75201				Former 10% Owner
HM3/GP PARTNERS, L.P. C/O HICKS, MUSE, TATE & FURST INCORP. 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS, TX 75201				Former 10% Owner
HM3 COINVESTORS, L.P. C/O HICKS, MUSE, TATE & FURST INCORP. 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS, TX 75201				Former 10% Owner
HICKS MUSE GP PARTNERS III LP C/O HICKS, MUSE, TATE & FURST INCORP. 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS, TX 75201				Former 10% Owner
HICKS MUSE FUND III INC C/O HICKS, MUSE, TATE & FURST INCORP. 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS, TX 75201				Former 10% Owner

Signatures

SEE ATTACHMENTS		12/23/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On June 12, 2014, 2,311,798 Class B Common Shares were converted into 2,311,798 Class A Common Shares at the holder's election for no additional consideration. All 2,311,798 Class B Common Shares were held of record by Hicks, Muse, Tate & Furst Equity Fund III, L.P., a Delaware limited partnership ("Fund III"). All 2,311,798 Class A Common Shares are held of record by Fund III.
(2)	HM3/GP Partners, L.P., a Texas limited partnership ("HM3/GP Partners"), is the sole general partner of Fund III. Hicks Muse GP Partners III, L.P., a Texas limited partnership ("GP Partners III"), is the sole general partner of HM3/GP Partners and HM3 Coinvestors, L.P. ("HM3 Coinvestors"). Hicks Muse Fund III Incorporated, a Texas corporation ("Fund III Incorporated"), is the sole general partner of GP Partners III. HM3/GP Partners may be deemed to beneficially own all of the securities that are held directly by Fund III, and GP Partners III and Fund III Incorporated may be deemed to beneficially own all of the securities held directly by Fund III and HM3 Coinvestors. Each of HM3/GP Partners, GP Partners III and Fund III Incorporated disclaim beneficial ownership of such securities except to the extent of any of their respective pecuniary interest therein.
(3)	On June 12, 2014, 30,231 Class B Common Shares were converted into 30,231 Class A Common Shares at the holder's election for no additional consideration. All 30,231 Class B Common Shares were held of record by HM3 Coinvestors. All 30,231 Class A Common Shares are held of record by HM3 Coinvestors.
(4)	Of the 2,342,029 Class A Common Shares, (a) 2,311,798 shares are held of record by Fund III and (b) 30,231 shares are held of record by HM3 Coinvestors.
(5)	Each share was disposed of pursuant to a merger agreement among the issuer, Media General, Inc. and certain of Media General, Inc.'s subsidiaries in exchange for, at the election of the holder thereof, either (a) $25.97 in cash without interest or (b) 1.4714 shares of the voting common stock of Media General, Inc., in each case, upon the terms and subject to the conditions set forth in the merger agreement.
(6)	All 30,231 Class A Common Shares are held of record by HM3 Coinvestors.
(7)	At any time upon the election of the holder for no additional consideration, each Class B Common Share is convertible into (i) one fully paid and non-assessable Class A Common Share or (ii) one fully paid and non-assessable Class C Common Share; provided that (a) any necessary approvals of the Federal Communication Commission have been obtained prior to any conversion, and (b) no Class B Common Shares will be converted into Class C Common Shares unless the holders of at least a majority of the Class B Common Shares approve such conversion.
(8)	Of the 14,095,600 Class B Common Shares, (a) 13,883,813 shares are held of record by Fund III and (b) 211,787 shares are held of record by HM3 Coinvestors.
(9)	Of the 14,065,369 Class B Common Shares, (a) 13,883,813 shares are held of record by Fund III and (b) 181,556 shares are held of record by HM3 Coinvestors.
(10)	All 181,556 Class B Common Shares are held of record by HM3 Coinvestors.
(11)	Each Class C Common Share converts automatically, for no additional consideration, into a Class A Common Share upon conversion of a majority of the Class B Common Shares.
Remarks: The reporting persons may be deemed to be members of a group with other affiliated entities that collectively were 10% owners. The referenced relationships are described in more detail in Amendment No. 5 to Schedule 13D filed on March 24, 2014 by the reporting persons and, among other persons, Hicks, Muse, Tate & Furst Equity Fund IV, L.P., Hicks, Muse, Tate & Furst Private Equity Fund IV, L.P., Hicks, Muse & Co. Partners, L.P., HM4-EQ Coinvestors, L.P. and John R. Muse (collectively, the "Affiliated LIN Reporting Persons"). The reporting persons disclaim the existence of a group and disclaim beneficial ownership of any securities held by the other Affiliated LIN Reporting Persons.

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