Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AcpV06+1I4kAqcZGscoJ4jVpdzT4NwREB3res+d07p5yTm6G5tZNYuapTsQWLNJY YUOmP37xaKIBwPpT4jtRnQ== 0001193125-04-025215.txt : 20040217 0001193125-04-025215.hdr.sgml : 20040216 20040217170640 ACCESSION NUMBER: 0001193125-04-025215 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040217 GROUP MEMBERS: ABRY BROADCAST PARTNERS III, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ABRY BROADCAST PARTNERS II L P CENTRAL INDEX KEY: 0000938891 IRS NUMBER: 043264210 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 18 NEWBURY ST CITY: BOSTON STATE: MA ZIP: 02116 MAIL ADDRESS: STREET 1: TESTA HURWITZ & THIBEAULT LLP STREET 2: 125 HIGH STREET HIGH STREET TOWER CITY: BOSTON STATE: MA ZIP: 02110 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEXSTAR BROADCASTING GROUP INC CENTRAL INDEX KEY: 0001142417 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 233083125 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79374 FILM NUMBER: 04610000 BUSINESS ADDRESS: STREET 1: 909 LAKE CAROLYN PARKWAY STREET 2: SUITE 1450 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 972-373-8800 MAIL ADDRESS: STREET 1: 909 LAKE CAROLYN PARKWAY STREET 2: SUITE 1450 CITY: IRVING STATE: TX ZIP: 75039 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

NEXSTAR BROADCASTING GROUP, INC.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

Class A Common Stock: 65336K 103

(CUSIP Number)

November 28, 2003

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)


CUSIP No. 65336K 103	13G	Page 2 of 8 Pages
	[Repeat this page as necessary]



1.		Names of Reporting Persons S.S Or I.R.S. Identification No. of above person: ABRY Broadcast Partners II, L.P.

2.		Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x

3.		SEC Use Only

4.		Citizenship or Place of Organization Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

(See Item 4)

6. Shared Voting Power

(See Item 4)

7. Sole Dispositive Power

(See Item 4)

8. Shared Dispositive Power

(See Item 4)


9.		Aggregate Amount Beneficially Owned by Each Reporting Person (See Item 4)

10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨

11.		Percent of Class Represented by Amount in Row (9) (See Item 4)

12.		Type of Reporting Person* PN


CUSIP No. 65336k 103		13G		Page 3 of 8 Pages

[Repeat this page as necessary]



1.		Names Of Reporting Persons S.S. Or I.R.S. Identification No. Of Above Person: ABRY Broadcast Partners III, L.P.

2.		Check The Appropriate Box If A Member Of A Group* (a) ¨ (b) x

3.		Sec Use Only

4.		Citizenship Or Place Of Organization Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

(See Item 4)

6. Shared Voting Power

(See Item 4)

7. Sole Dispositive Power

(See Item 4)

8. Shared Dispositive Power

(See Item 4)


9.	Aggregate Amount Beneficially Owned By Each Reporting Person (See Item 4)

10.	Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares	¨

11.	Percent Of Class Represented By Amount In Row (9) (See Item 4)

12.	Type Of Reporting Person PN


CUSIP No. 65336k 103				Page 4 of 8 Pages

Item 1 (a)

Name of Issuer:

Nexstar Broadcasting Group, Inc.

Item 1 (b)

Address of Issuer’s Principal Executive Offices:

909 Lake Carolyn Parkway, Suite 1450, Irving, Texas 75039

Item 2 (a)

Name of Person Filing:

This Schedule 13G is being jointly filed by each of the following persons pursuant to Rule 13-d(1)(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”): ABRY Broadcast Partners II, L.P. (“ABRY II”) and ABRY Broadcast Partners III, L.P. (“ABRY III”) or collectively, the “Reporting Persons.”

The Reporting Persons have entered into a Joint Filing Agreement, dated February 12, 2004, a copy of which is filed with this Schedule 13G as Exhibit A attached hereto, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Exchange Act.

Item 2 (b)

Address of Principal Business Office or, if none, Residence:

The address of the principal business office of each of the Reporting Persons is

111 Huntington Avenue, 30^th Floor

Boston, MA 02199.

Item 2 (c)

Citizenship:

Each of the Reporting Persons that are entities is organized under the laws of the State of Delaware.

Item 2 (d)

Title of Class of Securities:

Class A Common Stock, par value $.01 per share. The Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at the election of the holder.

Item 2 (e)

CUSIP No.:

Class A Common Stock:

65336K 103

Item 3.

If this statement is file pursuant to Rules 13d-1(b), or 13d-2(b),check whether the person filing is a:

Not applicable.


CUSIP No. 65336K 103				Page 5 of 8 Pages



Item 4	Ownership:

	ABRY Broadcast Partners II, L.P.

	(a)	Amount beneficially owned: 7,147,963 shares of Class B Common Stock that are convertible into Class A Common Stock on a one-for-one basis at the election of ABRY II.

	(b)	Percent of class:

		53.3% of Class B Common Stock (See below)

	(c)	Number of shares as to which such person has:

		(i)	sole power to vote or direct to vote: 7,147,963

		(ii)	shared power to vote or to direct to vote: 0

		(iii)	sole power to dispose or to direct the disposition of: 7,147,963

		(iv)	shared power to dispose or to direct the disposition of: 0

	ABRY Broadcast Partners III, L.P.

	(a)	Amount beneficially owned:

		3,490,883 shares of Class A Common Stock 5,876,537 shares of Class B Common Stock that are convertible into Class A Common Stock at the election of ABRY III.

	(b)	Percent of class:

		43.8% of Class B Common Stock (See below) 25.7% of Class A Common Stock (See below)

	(c)	Number of shares as to which such person has:

		(i)	sole power to vote or direct to vote: 3,490,883 (Class A), 5,876,537 (Class B)

		(ii)	shared power to vote or to direct to vote: 0

		(iii)	sole power to dispose or to direct the disposition of: 3,490,883 (Class A), 5,876,537 (Class B)

		(iv)	shared power to dispose or to direct the disposition of: 0


				Page 6 of 8 Pages



Pursuant to Rule 13d-5(b)(1) under the Exchange Act, the Reporting Persons may be deemed as a group to have beneficial ownership of 16,435,152 shares of Common Stock, the aggregate number of shares of Common Stock held by the Reporting Persons, representing approximately 60.9% of the outstanding Class A Common Stock as of date of the filing of this Schedule 13G. All of the percentages calculated in this Schedule 13G are based upon an aggregate of 27,000,862 shares of Class A and B common stock outstanding as of January 1, 2004. Each Reporting Person expressly disclaims beneficial ownership of any shares of Common Stock beneficially owned by each other Reporting Person.

Item 5		Ownership of Five Percent or Less of a Class:

		If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

Item 6		Ownership of More Than Five Percent on Behalf of Another Person:

		Not applicable.

Item 7		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

		Not applicable.

Item 8		Identification and Classification of Members of the Group:

		Not applicable.

Item 9		Notice of Dissolution of Group:

		Not applicable.

Item 10		Certification:

		Not applicable.


				Page 7 of 8 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 17, 2004


ABRY BROADCAST PARTNERS II, L.P.

By:		/s/ Royce Yudkoff

Name:
Title:


ABRY BROADCAST PARTNERS III, L.P.

By:		/s/ Royce Yudkoff

Name:
Title:

Exhibit A

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree as follows:

(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Date: February 17, 2004


ABRY BROADCAST PARTNERS II, L.P.

By:		/s/ Royce Yudkoff

Name:
Title:


ABRY BROADCAST PARTNERS III, L.P.

By:		/s/ Royce Yudkoff

Name:
Title:

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