0000950142-16-003388.txt : 20160328 0000950142-16-003388.hdr.sgml : 20160328 20160328183243 ACCESSION NUMBER: 0000950142-16-003388 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160324 FILED AS OF DATE: 20160328 DATE AS OF CHANGE: 20160328 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: 1228 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: 161533272 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 es1600430_4-tribune.xml OWNERSHIP DOCUMENT X0306 4 2016-03-24 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 Restricted Share Units 2016-03-24 2016-03-24 4 A 0 50 0 A 14187749 I See Footnotes These restricted stock units ("RSUs") represent dividend equivalent rights ("DERs") that accrued in respect of RSUs previously granted to OCM FIE, LLC ("OCM FIE"), as a result of payment of the Issuer's first quarterly cash dividend on the Issuer's Class A common stock, par value $0.001 per share (the "Common Stock") on March 24, 2016. These DERs will vest proportionately and on the same terms and conditions with such related RSUs, except that fractional shares, if any, will be settled in cash. As such, 9 such RSUs will vest by their terms on May 20, 2016 and 41 such RSUs will vest by their terms on January 1, 2017. Each RSU is the economic equivalent of one share of the Common Stock. In addition to the RSUs reported in Table 1, includes 14,145,447 shares of Common Stock directly held by Oaktree Tribune, L.P., an affiliate of Oaktree Capital Group Holdings GP, LLC (the "Reporting Person") and (i) 34,940 shares of Common Stock, (ii) 1,389 RSUs, which vest by their terms on May 20, 2016, and (iii) 5,914 RSUs, which vest by their terms on January 1, 2017, all directly held by OCM FIE. On April 9, 2015, the Issuer paid a special cash dividend of $6.73 to holders of record of the Common Stock at the close of business on March 25, 2015. As a result, the RSUs then directly held by OCM FIE and indirectly held by the Reporting Person were adjusted pursuant to the terms of the Tribune Company 2013 Equity Incentive Plan to reflect the special cash dividend. This total reflects such adjustment. This Form 4 is being filed with respect to certain RSUs directly held by OCM FIE and Oaktree Tribune, L.P. Oaktree Capital Group Holdings, L.P. ("OCGH") may be deemed to indirectly control OCM FIE and decisions with respect to the voting and disposition of Common Stock held by OCM 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 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 the Reporting Person is managed by a media company committee of the Reporting Person, which controls the decisions of the Reporting Person 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 Mr. Karsh to serve on the Company's board of directors on December 31, 2012 and its designation of Mr. Kreger to serve on the Company's board of directors on May 20, 2015. 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 OCM 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 2016-03-28 EX-99.1 2 es1600430_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: March 24, 2016
 
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:   
 Vice President