0000919574-14-002484.txt : 20140402 0000919574-14-002484.hdr.sgml : 20140402 20140402140437 ACCESSION NUMBER: 0000919574-14-002484 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140402 DATE AS OF CHANGE: 20140402 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: 14737332 BUSINESS ADDRESS: STREET 1: 545 EAST JOHN CARPENTER FREEWAY STREET 2: SUITE 700 CITY: IRVING STATE: TX ZIP: 75062 BUSINESS PHONE: 972-373-8800 MAIL ADDRESS: STREET 1: 545 EAST JOHN CARPENTER FREEWAY STREET 2: SUITE 700 CITY: IRVING STATE: TX ZIP: 75062 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ORANGE CAPITAL, LLC CENTRAL INDEX KEY: 0001426756 IRS NUMBER: 202365801 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1370 AVENUE OF THE AMERICAS STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-375-6040 MAIL ADDRESS: STREET 1: 1370 AVENUE OF THE AMERICAS STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 d1466446_13-g.htm d1466446_13-g.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*


Nexstar Broadcasting Group, Inc.
(Name of Issuer)


Class A Common Stock, $0.01 par value per share
(Title of Class of Securities)

65336K103
(CUSIP Number)


April 1, 2014
(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)

[X]  Rule 13d-1(c)

[_]  Rule 13d-1(d)

__________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


 
 

 


CUSIP No.
65336K103
 
 
 
 
 
1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
Orange Capital, LLC
 
 
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a)  [_]
 
 
(b)  [X]
 
 
 
3.
SEC USE ONLY
 
 
 
 
 
 
 
 
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
 
 
5.
SOLE VOTING POWER
 
 
 
 
 
0
 
 
 
 
6.
SHARED VOTING POWER
 
 
 
 
 
1,640,525
 
 
 
 
7.
SOLE DISPOSITIVE POWER
 
 
 
 
 
0
 
 
 
 
8.
SHARED DISPOSITIVE POWER
 
 
 
 
 
1,640,525
 
 
 
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
1,640,525
 
 
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
[_]
 
 
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 
 
 
5.4%
 
 
 
 
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO, IA
 

 
 

 


CUSIP No.
65336K103
 
 
 
 
 
1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
Orange Capital Master I, Ltd.
 
 
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a)  [_]
 
 
(b)  [X]
 
 
 
3.
SEC USE ONLY
 
 
 
 
 
 
 
 
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
 
 
5.
SOLE VOTING POWER
 
 
 
 
 
0
 
 
 
 
6.
SHARED VOTING POWER
 
 
 
 
 
1,640,525
 
 
 
 
7.
SOLE DISPOSITIVE POWER
 
 
 
 
 
0
 
 
 
 
8.
SHARED DISPOSITIVE POWER
 
 
 
 
 
1,640,525
 
 
 
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
1,640,525
 
 
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
[_]
 
 
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 
 
 
5.4%
 
 
 
 
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
 

 
 

 


CUSIP No.
65336K103
 
 
 
 
 
1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
Daniel Lewis
 
 
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a)  [_]
 
 
(b)  [X]
 
 
 
3.
SEC USE ONLY
 
 
 
 
 
 
 
 
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
 
 
5.
SOLE VOTING POWER
 
 
 
 
 
0
 
 
 
 
6.
SHARED VOTING POWER
 
 
 
 
 
1,640,525
 
 
 
 
7.
SOLE DISPOSITIVE POWER
 
 
 
 
 
0
 
 
 
 
8.
SHARED DISPOSITIVE POWER
 
 
 
 
 
1,640,525
 
 
 
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
1,640,525
 
 
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
[_]
 
 
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 
 
 
5.4%
 
 
 
 
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN, HC
 

 
 

 





CUSIP No.
65336K103
 
 

Item 1.
(a).
Name of Issuer:
 
 
 
 
 
 
 
Nexstar Broadcasting Group, Inc.
 

 
(b).
Address of issuer's principal executive offices:
 
       
 
 
545 E. John Carpenter Freeway, Suite 700
 
 
 
Irving, TX 75062
 

Item 2.
(a).
Name of person filing:
 
       
 
 
Orange Capital, LLC
Orange Capital Master I, Ltd.
Daniel Lewis
 

 
(b).
Address or principal business office or, if none, residence:
 
       
 
 
Orange Capital, LLC
1370 Avenue of the Americas
23rd Floor
New York, York 10019
 
Orange Capital Master I, Ltd.
c/o Ogier Fiduciary Services (Cayman) Limited
89 Nexus Way
Camana Bay
Grand Cayman, KY1-9007
Cayman Islands
 
Daniel Lewis
c/o Orange Capital, LLC
1370 Avenue of the Americas
23rd Floor
New York, York 10019
 

 
(c).
Citizenship:
 
       
 
 
Orange Capital, LLC – Delaware
Orange Capital Master I, Ltd. – Cayman Islands
Daniel Lewis – United States of America
 


 
 

 


 
(d).
Title of class of securities:
 
 
 
 
 
 
 
Class A Common Stock, $0.01 par value per share
 

 
(e).
CUSIP No.:
 
 
 
 
 
 
 
65336K103
 

Item 3.
If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

 
(a)
[_]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 
(b)
[_]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 
(c)
[_]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 
(d)
[_]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 
(e)
[_]
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

 
(f)
[_]
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 
(g)
[_]
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 
(h)
[_]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

 
(i)
[_]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 
(j)
[_]
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

 
(k)
[_]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.
Ownership.

 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a)
Amount beneficially owned:
 
 
 
 
 
Orange Capital, LLC – 1,640,525
Orange Capital Master I, Ltd. – 1,640,525
Daniel Lewis – 1,640,525

 
(b)
Percent of class:
     
   
Orange Capital, LLC – 5.4%
Orange Capital Master I, Ltd. – 5.4%
Daniel Lewis – 5.4%


 
 

 


 
(c)
Number of shares as to which the person has:
 
 
Orange Capital, LLC

 
 
(i)
Sole power to vote or to direct the vote
0
,
 
 
 
 
 
 
 
(ii)
Shared power to vote or to direct the vote
1,640,525
,
 
 
 
 
 
 
 
(iii)
Sole power to dispose or to direct the disposition of
0
,
 
 
 
 
 
 
 
(iv)
Shared power to dispose or to direct the disposition of
1,640,525
.
 
 
 
 
 

 
 
Orange Capital Master I, Ltd.

 
 
(i)
Sole power to vote or to direct the vote
0
,
 
 
 
 
 
 
 
(ii)
Shared power to vote or to direct the vote
1,640,525
,
 
 
 
 
 
 
 
(iii)
Sole power to dispose or to direct the disposition of
0
,
 
 
 
 
 
 
 
(iv)
Shared power to dispose or to direct the disposition of
1,640,525
.
 
 
 
 
 

 
 
Daniel Lewis

 
 
(i)
Sole power to vote or to direct the vote
0
,
 
 
 
 
 
 
 
(ii)
Shared power to vote or to direct the vote
1,640,525
,
 
 
 
 
 
 
 
(iii)
Sole power to dispose or to direct the disposition of
0
,
 
 
 
 
 
 
 
(iv)
Shared power to dispose or to direct the disposition of
1,640,525
.
 
 
 
 
 

 
Instruction:  For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
 
 
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 the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  [_].
 
 
Instruction:  Dissolution of a group requires a response to this item.


 
 

 


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

 
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified.  A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
 
N/A
 
 

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 
If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.  If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
 
 
See Exhibit B attached hereto.
 
 

Item 8.
Identification and Classification of Members of the Group.

 
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group.  If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
 
N/A
 
 

Item 9.
Notice of Dissolution of Group.

 
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  See Item 5.
 
N/A
 
 

Item 10.
 Certification.
 
 
The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):

 
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.




 
 

 


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.


 
April 2, 2014
 
(Date)
 
 
 
Orange Capital, LLC
 
By:  /s/ Daniel Lewis
By:  Daniel Lewis
Title:  Managing Member
 
 
 
Orange Capital Master I, Ltd.
 
By:  /s/ Russell Hoffman
By:  Russell Hoffman
Title:  Director
 
 
 
Daniel Lewis
 
By:  /s/ Daniel Lewis


The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

 
 

 

EXHIBIT A

AGREEMENT

The undersigned agree that this Schedule 13G dated April 2, 2014 relating to the Class A Common Stock, $0.01 par value per share, of Nexstar Broadcasting Group, Inc. shall be filed on behalf of the undersigned.


 
 
 
Orange Capital, LLC
 
By:  /s/ Daniel Lewis
By:  Daniel Lewis
Title:  Managing Member
 
 
 
Orange Capital Master I, Ltd.
 
By:  /s/ Russell Hoffman
By:  Russell Hoffman
Title:  Director
 
 
 
Daniel Lewis
 
By:  /s/ Daniel Lewis




 














 
 

 

EXHIBIT B

Orange Capital, LLC is the relevant entity for which Daniel Lewis may be considered a control person.




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