FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LIN TV CORP. [ NYSE:TVL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/10/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 06/13/2013 | C | 7,741 | A | (1) | 7,741 | I(1) | See Footnote(1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock | (2) | 12/10/2012 | J | 8,329(3)(4) | (5) | (5) | Class A Common Stock | 8,329 | $0 | 85,836 | I(6)(7) | See Footnote(6)(7) | |||
Class B Common Stock | (2) | 12/10/2012 | S | 13,016(8) | (5) | (5) | Class A Common Stock | 13,016 | $5.48 | 72,820 | I(9) | See Footnote(9) | |||
Class B Common Stock | (2) | 06/13/2013 | C | 7,741 | (5) | (5) | Class A Common Stock | 7,741 | (1) | 65,079 | I(9) | See Footnote(9) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. On June 13, 2013, 7,741 shares of Class B Common Stock were converted into 7,741 shares of Class A Common Stock at the holder's option for no additional consideration. All 7,741 shares of Class B Common Stock were held of record by HM4-EQ Coinvestors, L.P., a Texas limited partnership ("HM4-EQ Coinvestors"). All 7,741 shares of Class A Common Stock are held of record by HM4-EQ Coinvestors. Hicks, Muse GP Partners IV, L.P., a Texas limited partnership ("GP Partners IV"), is the sole general partner of HM4-EQ Coinvestors. Hicks, Muse Fund IV, LLC, a Texas limited liability company ("Fund IV LLC"), is the sole general partner of GP Partners IV. GP Partners IV and Fund IV LLC may be deemed to beneficially own all of the securities held directly by HM4-EQ Coinvestors. Each of GP Partners IV and Fund IV LLC disclaim beneficial ownership of such securities except to the extent of any of their respective pecuniary interest therein. |
2. Each share of Class B Common Stock is convertible into (i) one fully paid and non-assessable share of Class A Common Stock or (ii) one fully paid and non-assessable share of Class C Common Stock upon the election of the holder. |
3. The 8,329 shares of Class B Common Stock reported on this Form 4 as disposed of were held of record by HM 4-P Coinvestors, L.P., a Texas limited partnership ("HM 4-P Coinvestors"). HM 4-P Coinvestors distributed the 8,329 shares to its sole limited partner, Hicks, Muse & Co. Partners, L.P., a Texas limited partnership ("HM&Co."), in connection with HM&Co.'s redemption of its interest in HM 4-P Coinvestors. HM 4-P Coinvestors was dissolved, with all assets distributed, and therefore is no longer subject to Section 16 reporting requirements. GP Partners IV was the sole general partner of HM 4-P Coinvestors prior to HM 4-P Coinvestors' dissolution. (Continued in footnote 4) |
4. Fund IV LLC is the sole general partner of GP Partners IV. Fund IV LLC and GP Partners IV may have been deemed to beneficially own all of the securities held directly by HM 4-P Coinvestors. Each of Fund IV LLC and GP Partners IV disclaimed beneficial ownership of such securities except to the extent of any of their respective pecuniary interest therein. |
5. At any time upon the election of the holder; provided that (i) any necessary approvals of the Federal Communications Commission have been obtained prior to any conversion, and (ii) no shares of Class B Common Stock will be converted into shares of Class C Common Stock unless the holders of at least a majority of the Class B Common Stock approve such conversion. |
6. Of the 85,836 shares of Class B Common Stock, 13,016 shares were held of record by HM 4-EN Coinvestors, L.P., a Texas limited partnership ("HM 4-EN Coinvestors"), and 72,820 shares were held of record by HM4-EQ Coinvestors. HM 4- EN Coinvestors was dissolved, with all assets distributed, and therefore is no longer subject to Section 16 reporting requirements. GP Partners IV was the sole general partner of HM 4-EN Coinvestors prior to HM 4-EN Coinvestors' dissolution and is the sole general partner of HM4-EQ Coinvestors. Fund IV LLC is the sole general partner of GP Partners IV. Fund IV LLC and GP Partners IV may have been deemed to beneficially own all of the securities held directly by HM 4-EN Coinvestors; each of Fund IV LLC and GP Partners IV disclaimed beneficial ownership of such securities except to the extent of any of their respective pecuniary interest therein. (Continued in footnote 7) |
7. Fund IV LLC and GP Partners IV may be deemed to beneficially own all of the securities held directly by HM4-EQ Coinvestors; each of GP Partners IV and Fund IV LLC disclaim beneficial ownership of such securities except to the extent of any of their respective pecuniary interest therein. |
8. The 13,016 shares of Class B Common Stock reported on this Form 4 as disposed of were held of record by HM 4-EN Coinvestors. GP Partners IV was the sole general partner of HM 4-EN Coinvestors prior to HM 4-EN Coinvestors' dissolution. Fund IV LLC is the sole general partner of GP Partners IV. Fund IV LLC and GP Partners IV may have been deemed to beneficially own all of the securities held directly by HM 4-EN Coinvestors. Each of Fund IV LLC and GP Partners IV disclaimed beneficial ownership of such securities except to the extent of any of their respective pecuniary interest therein. |
9. The shares of Class B Common Stock are held of record by HM4-EQ Coinvestors. GP Partners IV is the sole general partner of HM4-EQ Coinvestors, and Fund IV LLC is the sole general partner of GP Partners IV. Fund IV LLC and GP Partners IV may be deemed to beneficially own all of the securities held directly by HM4-EQ Coinvestors. Each of Fund IV LLC and GP Partners IV disclaim beneficial ownership of such securities except to the extent of any of their respective pecuniary interest therein. |
Remarks: |
The reporting persons may be deemed to be members of a group with other affiliated entities that collectively are 10% owners. The referenced relationships are described in more detail in Amendment No. 4 to Schedule 13D filed on June 13, 2013 by the reporting persons and, among other persons, Hicks, Muse, Tate & Furst Equity Fund III, L.P., HM3 Coinvestors, L.P., Hicks, Muse & Co. Partners, L.P., Hicks, Muse, Tate & Furst Equity Fund IV, L.P., Hicks, Muse, Tate & Furst Private Equity Fund IV, 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. |
SEE ATTACHMENTS | 06/14/2013 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |