0001181431-14-037994.txt : 20141204 0001181431-14-037994.hdr.sgml : 20141204 20141204173056 ACCESSION NUMBER: 0001181431-14-037994 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141204 FILED AS OF DATE: 20141204 DATE AS OF CHANGE: 20141204 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: Litman Brian CENTRAL INDEX KEY: 0001626621 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08572 FILM NUMBER: 141267271 MAIL ADDRESS: STREET 1: 220 EAST 42ND STREET, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 3 1 rrd419693.xml FORM 3 X0206 3 2014-12-04 0 0000726513 TRIBUNE MEDIA CO TRCO 0001626621 Litman Brian C/O TRIBUNE MEDIA COMPANY 220 EAST 42ND STREET, 10TH FLOOR NEW YORK NY 10017 0 1 0 0 VP, Controller Class A Common Stock 250 D Stock Options (right to buy) 53.45 2023-05-07 Class A Common Stock 1423 D Stock Options (right to buy) 79.14 2024-03-05 Class A Common Stock 1296 D Restricted Stock Units Class A Common Stock 1178 D Restricted Stock Units Class A Common Stock 1803 D These options were granted on May 7, 2013 and vest and become exercisable ratably in four installments on each anniversary of March 1, 2013, subject to continued employment. 355 of these options are currently vested. These options were granted on March 5, 2014 and vest and become exercisable ratably in four installments on each anniversary of February 11, 2014, subject to continued employment. None of these options are currently vested. Each restricted stock unit ("RSU") is the economic equivalent of one share of the Issuer's Class A Common Stock and may be settled in shares of the Issuer's Class A Common Stock or cash, in the Issuer's discretion. These RSUs were granted on May 7, 2013 and will become vested and settled ratably in three remaining installments after the date hereof on March 1, 2015, 2016 and 2017, subject to continued employment. A first installment of these RSU grants vested and settled prior to the date hereof and therefore is not included in this number. Of these RSUs, 1,708 were granted on February 11, 2014 and 95 were granted on March 5, 2014. These RSUs will become vested and settle ratably in four installments on each anniversary of February 11, 2014, subject to continued employment. /s/ Edward P. Lazarus, Attorney-in-Fact for Brian F. Litman 2014-12-04 EX-24.1 2 rrd377933_428258.htm POWER OF ATTORNEY DC14701.pdf -- Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Edward P. Lazarus, Steven Berns, Melanie Hughes and Brian Ziegler of Tribune Media Company (the “Company”) and, solely for purposes of a Form ID (as defined below), Meir Katz of Debevoise & Plimpton LLP, and each of them individually, the undersigned’s true and lawful attorney-in-fact to:

(1)      execute for and on behalf of the undersigned, in the undersigned’s capacity as an Officer and/or Director of the Company, (i) Forms 3, 4 and 5 and any other forms required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder (a “Section 16 Form”), and (ii) a Form ID and any other forms required to be filed or submitted in accordance with Regulation S-T promulgated by the United States Securities and Exchange Commission (or any successor provision) in order to file a Section 16 Form electronically (a “Form ID”, and, together with a Section 16 Form, the “Forms and Schedules”);   (2)      do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms and Schedules, complete and execute any amendment or amendments thereto, and timely file such Forms and Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and   (3)      take any other action of any type whatsoever in connection with the foregoing which, in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in- fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as he or she may approve in his or her discretion.  

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each such attorney-in-fact is serving in such capacity at the request of the undersigned, and is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Forms and Schedules with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

From and after the date hereof, any Power of Attorney previously granted by the undersigned concerning the subject matter hereof is hereby revoked.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 25th day of November, 2014.

By: /s/ Brian Litman
Name: Brian Litman