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 | 3,355 | A | (1)(2) | 3,355 | I(1)(2) | See Footnotes(1)(2) | ||
Class A Common Stock | 06/13/2013 | C | 498,825 | A | (3) | 502,180 | I(3) | See Footnote(3) |
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 | (4) | 12/10/2012 | S | 127(5) | (6) | (6) | Class A Common Stock | 127 | $5.48 | 4,723,891 | I(7) | See Footnote(7) | |||
Class B Common Stock | (4) | 06/13/2013 | C | 3,355 | (6) | (6) | Class A Common Stock | 3,355 | (1)(2) | 4,720,536 | I(8) | See Footnote(8) | |||
Class B Common Stock | (4) | 06/13/2013 | C | 498,825 | (6) | (6) | Class A Common Stock | 498,825 | (3) | 4,221,711 | 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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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, 3,355 shares of Class B Common Stock were converted into 3,355 shares of Class A Common Stock at the holder's option for no additional consideration. All 3,355 shares of Class B Common Stock were held of record by Hicks, Muse, Tate & Furst Private Equity Fund IV, L.P., a Delaware limited partnership ("Private Fund IV"). All 3,355 shares of Class A Common Stock are held of record by Private Fund IV. HM4 Partners, L.P., a Texas limited partnership ("HM4 Partners"), is the sole general partner of Private Fund IV. Hicks, Muse GP Partners L.A., L.P., a Texas limited partnership ("GP Partners LA"), is the sole general partner of HM4 Partners. Hicks, Muse Latin America Fund I Incorporated, a Texas corporation ("LA Fund I Incorporated"), is the sole general partner of GP Partners LA. (Continued in footnote 2) |
2. LA Fund I Incorporated, GP Partners LA and HM4 Partners may be deemed to beneficially own all of the securities held directly by Private Fund IV. Each of LA Fund I Incorporated, GP Partners LA and HM4 Partners disclaim beneficial ownership of such securities except to the extent of any of their respective pecuniary interest therein. |
3. On June 13, 2013, 498,825 shares of Class B Common Stock were converted into 498,825 shares of Class A Common Stock at the holder's option for no additional consideration. All 498,825 shares of Class B Common Stock were held of record by Hicks, Muse, Tate & Furst Equity Fund IV, L.P., a Delaware limited partnership ("Fund IV"). All 498,825 shares of Class A Common Stock are held of record by Fund IV. HM4 Partners is the sole general partner of Fund IV, GP Partners LA is the sole general partner of HM4 Partners, and LA Fund I Incorporated is the sole general partner of GP Partners LA. LA Fund I Incorporated, GP Partners LA and HM4 Partners may be deemed to beneficially own all of the securities held directly by Fund IV. Each of LA Fund I Incorporated, GP Partners LA and HM4 Partners disclaim beneficial ownership of such securities except to the extent of any of their respective pecuniary interest therein. |
4. 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 for no additional consideration. |
5. The 127 shares of Class B Common Stock reported on this Form as disposed of were held of record by HM 1-FOF Coinvestors, L.P., a Texas limited partnership ("FOF Coinvestors"). FOF Coinvestors was dissolved, with all assets distributed, and therefore is no longer subject to Section 16 reporting requirements. GP Partners LA was the sole general partner of FOF Coinvestors prior to FOF Coinvestors' dissolution. LA Fund I Incorporated is the sole general partner of GP Partners LA. LA Fund I Incorporated and GP Partners LA may have been deemed to beneficially own all of the securities held directly by FOF Coinvestors. Each of LA Fund I Incorporated and GP Partners LA disclaimed beneficial ownership of such securities except to the extent of any of their respective pecuniary interest therein. |
6. At any time upon the election of the holder for no additional consideration; 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. |
7. Of the 4,723,891 shares of Class B Common Stock, (i) 4,692,329 shares were held of record by Fund IV, and (ii) 31,562 shares were held of record by Private Fund IV. HM4 Partners is the sole general partner of Fund IV and Private Fund IV, GP Partners LA is the sole general partner of HM4 Partners, and LA Fund I Incorporated is the sole general partner of GP Partners LA. LA Fund I Incorporated, GP Partners LA and HM4 Partners may be deemed to beneficially own all of the securities held directly by each of Fund IV and Private Fund IV. Each of LA Fund I Incorporated, GP Partners LA and HM4 Partners disclaim beneficial ownership of such securities except to the extent of any of their respective pecuniary interest therein. |
8. Of the 4,720,536 shares of Class B Common Stock, (i) 4,692,329 shares were held of record by Fund IV, and (ii) 28,207 shares were held of record by Private Fund IV. HM4 Partners is the sole general partner of Fund IV and Private Fund IV, GP Partners LA is the sole general partner of HM4 Partners, and LA Fund I Incorporated is the sole general partner of GP Partners LA. LA Fund I Incorporated, GP Partners LA and HM4 Partners may be deemed to beneficially own all of the securities held directly by each of Fund IV and Private Fund IV. Each of LA Fund I Incorporated, GP Partners LA and HM4 Partners disclaim beneficial ownership of such securities except to the extent of any of their respective pecuniary interest therein. |
9. Of the 4,221,711 shares of Class B Common Stock, (i) 4,193,504 shares are held of record by Fund IV, and (ii) 28,207 shares are held of record by Private Fund IV. HM4 Partners is the sole general partner of Fund IV and Private Fund IV, GP Partners LA is the sole general partner of HM4 Partners, and LA Fund I Incorporated is the sole general partner of GP Partners LA. LA Fund I Incorporated, GP Partners LA and HM4 Partners may be deemed to beneficially own all of the securities held directly by each of Fund IV and Private Fund IV. Each of LA Fund I Incorporated, GP Partners LA and HM4 Partners 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., 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. |
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. |