0000950142-15-000012.txt : 20150105 0000950142-15-000012.hdr.sgml : 20150105 20150105204507 ACCESSION NUMBER: 0000950142-15-000012 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150101 FILED AS OF DATE: 20150105 DATE AS OF CHANGE: 20150105 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TRIBUNE MEDIA CO CENTRAL INDEX KEY: 0000726513 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 361880355 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 435 N MICHIGAN AVE STREET 2: STE 600 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3122229100 MAIL ADDRESS: STREET 1: 435 N. MICHIGAN AVENUE CITY: CHICAGO STATE: IL ZIP: 60611 FORMER COMPANY: FORMER CONFORMED NAME: TRIBUNE MEDIA Co DATE OF NAME CHANGE: 20140723 FORMER COMPANY: FORMER CONFORMED NAME: TRIBUNE CO DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital Group Holdings GP, LLC CENTRAL INDEX KEY: 0001403525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08572 FILM NUMBER: 15507914 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 4 1 es1500121_4-tribune.xml OWNERSHIP DOCUMENT X0306 4 2015-01-01 0 0000726513 TRIBUNE MEDIA CO TRCO 0001403525 Oaktree Capital Group Holdings GP, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 Class A Common Stock 2015-01-01 2015-01-01 4 A 0 3848 0 A 18790372 I See Footnotes Restricted Share Units 2015-01-01 2015-01-01 4 A 0 3346 0 A 18793718 I See Footnotes Reflects the grant, pursuant to the Tribune Company 2013 Equity Incentive Plan (the "Plan"), to OCM FIE, LLC ("FIE"), an affiliate of Oaktree Capital Group Holdings GP, LLC (the "Reporting Person"), of (i) 2,175 shares of common stock, par value $0.001 per share (the "Common Stock") granted in respect of Bruce A. Karsh's service as a director of Tribune Media Co. (the "Company") and (ii) 1,673 shares of Common Stock granted in respect of Kenneth Liang's service as a director of the Company. Reflects the grant, pursuant to the Plan, to FIE of (i) 1,673 restricted stock units with respect to Common Stock granted in respect of Mr. Karsh's service as a director of the Company and (ii) 1,673 restricted stock units granted in respect of Mr. Liang's service as a director of the Company. The restricted stock units will vest in full on January 1, 2016, subject to each respective director's continued service as a director of the Company. Includes 18,765,484 shares of Common Stock directly held by Oaktree Tribune, L.P., an affiliate of the Reporting Person, and 21,040 shares of Common Stock directly held by FIE. This Form 4 is being filed with respect to certain shares of Common Stock and restricted stock units directly held by FIE and Oaktree Tribune, L.P. OCGH GP may be deemed to indirectly control FIE and decisions with respect to the voting and disposition of Common Stock held by FIE. The general partner of Oaktree Tribune, L.P. is Oaktree AIF Investments, L.P. ("AIF Investments"). The general partner of AIF Investments is Oaktree AIF Holdings, Inc. ("AIF Holdings"). The holder of all of the voting shares of AIF Holdings is Oaktree Capital Group Holdings, L.P. ("OCGH"). The general partner of OCGH is the Reporting Person. (cont'd in FN 5) (cont'd from FN 4) The media company business of OCGH GP is managed by a media company committee of OCGH GP, which controls the decisions of OCGH GP with respect to the vote and disposition of the Common Stock held by Oaktree Tribune, L.P. The members of such committee are Howard S. Marks, Bruce A. Karsh, John B. Frank, David M. Kirchheimer and Stephen A. Kaplan. The Reporting Person may be deemed a director by deputization by virtue of its designation of Messrs. Karsch and Liang to serve on the Company's board of directors on December 31, 2012. The Reporting Person and any other directors, shareholders, general partners, managing members, managers and members described above disclaims beneficial ownership of any shares of Common Stock and restricted stock units owned beneficially or of record by Oaktree Tribune, L.P. or FIE, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this Form 4 shall not be deemed an admission that the Reporting Person has beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. See signatures included in Exhibit 99.1 2015-01-05 EX-99.1 2 es1500121_ex9901.htm EXHIBIT 99.1 Unassociated Document
EXHIBIT 99.1
 
This Statement on Form 4 is filed by the Reporting Person listed below. The principal business address of the Reporting Person is 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071.
 
Name of Designated Filer: OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
 
Date of Event Requiring Statement: January 1, 2015
 
Issuer Name and Ticker or Trading Symbol: TRIBUNE MEDIA CO [TRCO]
 
 
 
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
  
     
By:   
 /s/ Jordan Mikes   
Name:   
 Jordan Mikes   
Title:   
 Assistant Vice President   
     
By:   
 /s/ Lisa Arakaki   
Name:   
 Lisa Arakaki   
Title:   
 Managing Director