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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (1) | 03/15/2019 | M | 8,333 | (2) | (2) | Class A Common Stock | 8,333 | $ 0 | 226,667 | D | ||||
Restricted Stock Units | (1) | 03/15/2019 | M | 8,333 | (3) | (3) | Class A Common Stock | 8,333 | $ 0 | 218,334 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Carter Thomas C/O NEXSTAR MEDIA GROUP, INC. 545 E. JOHN CARPENTER FREEWAY, SUITE 700 IRVING, TX 75062 |
EVP, Chief Financial Officer |
/s/ Mark Hoyla, Attorney-in-Fact for Thomas Carter | 03/19/2019 | |
**Signature of Reporting Person | Date |
* | 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) | As restricted stock units vest, they are converted into shares of Class A Common Stock on a one-for-one basis at the vesting date. |
(2) | 25,000 Restricted stock units awarded on March 15, 2018. 8,333, 8,333 and 8,334 restricted stock units vest on March 15, 2019, 2020 and 2021, respectively. |
(3) | 25,000 performance-based restricted stock units (PSUs) were awarded on March 15, 2018. 8,333, 8,333 and 8,334 PSUs vest on March 15, 2019, 2020 and 2021, respectively, subject to continued employment and achievement of pre-established performance metrics. For the 8,333 PSUs that were scheduled to vest on March 15, 2019, the Compensation Committee of Nexstar's Board of Directors performed an assessment and determined that the conditions were satisfied, thus, the 8,333 PSUs vested in full on March 15, 2019. |