0001140361-17-002076.txt : 20170118 0001140361-17-002076.hdr.sgml : 20170118 20170118101633 ACCESSION NUMBER: 0001140361-17-002076 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170117 FILED AS OF DATE: 20170118 DATE AS OF CHANGE: 20170118 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MEDIA GENERAL INC CENTRAL INDEX KEY: 0000216539 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 540850433 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 333 E FRANKLIN ST CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8048875000 MAIL ADDRESS: STREET 1: 333 E FRANKLIN ST CITY: RICHMOND STATE: VA ZIP: 23219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mulvaney Timothy J CENTRAL INDEX KEY: 0001467634 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06383 FILM NUMBER: 17532553 MAIL ADDRESS: STREET 1: 333 E FRANKLIN ST CITY: RICHMOND STATE: VA ZIP: 23219 4 1 doc1.xml FORM 4 X0306 4 2017-01-17 1 0000216539 MEDIA GENERAL INC MEG 0001467634 Mulvaney Timothy J 333 EAST FRANKLIN STREET RICHMOND VA 23219 0 1 0 0 CAO and Controller Voting Common Stock (no par value) 2017-01-17 4 D 0 9350 D 0 D Employee Stock Option (right to buy) 20.30 2017-01-17 4 D 0 3300 D 2018-01-29 Voting Common Stock (no par value) 3300 0 D Employee Stock Option (right to buy) 8.90 2017-01-17 4 D 0 4500 D 2020-01-28 Voting Common Stock (no par value) 4500 0 D Employee Stock Option (right to buy) 5.20 2017-01-17 4 D 0 4500 D 2021-01-27 Voting Common Stock (no par value) 4500 0 D Employee Stock Option (right to buy) 4.98 2017-01-17 4 D 0 4500 D 2022-01-26 Voting Common Stock (no par value) 4500 0 D Employee Stock Option (right to buy) 4.26 2017-01-17 4 D 0 6100 D 2023-01-31 Voting Common Stock (no par value) 6100 0 D Performance-Based Restricted Stock Units 0 2017-01-17 4 D 0 3363 D Voting Common Stock (no par value) 3363 0 D Time-Based Restricted Stock Units 0 2017-01-17 4 D 0 1121 D Voting Common Stock (no par value) 1121 0 D On January 17, 2017, Media General, Inc. ("Media General") and Nexstar Broadcasting Group, Inc. ("Nexstar") consummated a business transaction (the "Merger") which resulted in Media General merging with a wholly owned subsidiary of Nexstar and Media General ultimately surviving as a wholly owned subsidiary of Nexstar. Pursuant to the Merger, each outstanding share of voting common stock, no par value per share, of Media General (the "Voting Common Stock"), was converted into the right to receive (x) $10.55 in cash, without interest, (y) one contractual contingent value right to be issued by Nexstar (a "CVR") and (z) 0.1249 of a share of Nexstar Class A common stock (together, the "Merger Consideration"). Each equity and equity-based award (other than stock options) granted pursuant to Media General's plans that was outstanding immediately prior to the Merger was cancelled and converted into the right to receive the Merger Consideration with respect to each share of Voting Common Stock underlying such award. Each stock option granted pursuant to Media General's plans that was outstanding immediately prior to the Merger was converted into the right to receive, with respect to each share of Voting Common Stock underlying such option, (i) an option to acquire shares of Nexstar Class A common stock (with the number of shares and the per-share exercise price being determined in accordance with the exchange ratio set forth in the merger agreement) and (ii) a CVR. These options were granted under the Media General Amended and Restated Long-Term Incentive Plan and were fully exercisable. Of these 3,363 Performance-Based Restricted Stock Units granted under the Media General Amended and Restated Long-Term Incentive Plan, 1,120 and 2,243 were scheduled to vest on February 26, 2017 and February 26, 2018, respectively, contingent upon achievement of performance metrics designated by the Compensation Committee of the Board of Directors at the beginning of each year. Of these 1,121 Time-Based Restricted Stock Units granted under the Media General Amended and Restated Long-Term Incentive Plan, 373 and 748 were scheduled to vest on February 26, 2017 and February 26, 2018, respectively. /s/ Timothy J. Mulvaney 2017-01-17