-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IIHui6clSpqWe1MaCBI1YitXqYJp4A6fwau+50GqUEIpxcYabGPELdKOyJCxL+HV mbhnJSQAGOxy3T9q8/Diiw== 0000950142-07-000286.txt : 20070130 0000950142-07-000286.hdr.sgml : 20070130 20070130140222 ACCESSION NUMBER: 0000950142-07-000286 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070126 FILED AS OF DATE: 20070130 DATE AS OF CHANGE: 20070130 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SUN-TIMES MEDIA GROUP INC CENTRAL INDEX KEY: 0000868512 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 953518892 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 350 NORTH ORLEANS ST STREET 2: FLOOR 10 SOUTH CITY: CHICAGO STATE: IL ZIP: 60654-1771 BUSINESS PHONE: 3123212299 MAIL ADDRESS: STREET 1: 350 NORTH ORLEANS ST STREET 2: FLOOR 10 SOUTH CITY: CHICAGO STATE: IL ZIP: 60654-1771 FORMER COMPANY: FORMER CONFORMED NAME: HOLLINGER INTERNATIONAL INC DATE OF NAME CHANGE: 19951020 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN PUBLISHING COMPANY DATE OF NAME CHANGE: 19940204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kram Thomas L CENTRAL INDEX KEY: 0001387747 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14164 FILM NUMBER: 07563972 BUSINESS ADDRESS: BUSINESS PHONE: 312-321-2299 MAIL ADDRESS: STREET 1: C/O SUN-TIMES MEDIA GROUP, INC. STREET 2: 350 NEW ORLEANS, 10-S CITY: CHICAGO STATE: IL ZIP: 60654 4 1 form4_tlk012607ex.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP X0202 4 2007-01-26 0 0000868512 SUN-TIMES MEDIA GROUP INC SVN 0001387747 Kram Thomas L C/O SUN-TIMES MEDIA GROUP, INC. 350 NEW ORLEANS, 10-S CHICAGO IL 60654 0 1 0 0 Corp Controller/Prcl Acct Off Class A Common Stock 2006-01-26 4 M 0 1111 A 1111 D Class A Common Stock 2006-01-26 4 F 0 360 8.70 D 376 D Class A Common Stock 2006-12-09 4 M 0 1750 A 2126 D Class A Common Stock 2006-12-09 4 F 0 567 4.80 D 967 D Class A Common Stock 2007-01-26 4 M 0 1112 A 2079 D Class A Common Stock 2007-01-26 4 F 0 507 4.43 D 1270 D Deferred Stock Units 2005-01-26 4 A 0 3500 D Common Stock, Class A 3500 3500 D Deferred Stock Units 2005-03-01 4 A 0 946 D Common Stock, Class A 946 4446 D Deferred Stock Units 2005-12-09 4 A 0 7000 D Common Stock, Class A 7000 11446 D Deferred Stock Units 2006-01-26 4 M 0 1111 D Common Stock, Class A 1111 10335 D Deferred Stock Units 2006-12-09 4 M 0 1750 D Common Stock, Class A 1750 8585 D Deferred Stock Units 2007-01-26 4 M 0 1112 D Common Stock, Class A 1112 7473 D On January 26, 2006, Sun-Times Media Group, Inc. (the "Company") issued 1,111 shares of its Class A Common Stock (the "Common Stock") to the Reporting Person on the settlement of an equal number of Deferred Stock Units previously issued by the Company to the Reporting Person. The Reporting Person's Deferred Stock Units reported in this report vested on January 26, 2006. As such the market price of the Common Stock on such date is used for tax reporting and withholding purposes. On January 26, 2006, the Reporting Person transferred 375 shares of Common Stock to his ex-wife pursuant to a domestic relations order immediately upon receipt of such shares. The Reporting Person does not beneficially own any securities owned by his ex-wife. On December 9, 2006, Sun-Times Media Group, Inc. (the "Company") issued 1,750 shares of Common Stock to the Reporting Person on the settlement of an equal number of Deferred Stock Units previously issued by the Company to the Reporting Person. The Reporting Person's Deferred Stock Units reported in this report vested on December 9, 2006. As such the market price of the Common Stock on such date is used for tax reporting and withholding purposes. On December 9, 2006, the Reporting Person transferred 592 shares of Common Stock to his ex-wife pursuant to a domestic relations order immediately upon receipt of such shares. The Reporting Person does not beneficially own any securities owned by his ex-wife. On January 26, 2007, Sun-Times Media Group, Inc. (the "Company") issued 1,112 shares of Common Stock to the Reporting Person on the settlement of an equal number of Deferred Stock Units previously issued by the Company to the Reporting Person. The Reporting Person's Deferred Stock Units reported in this report vested on January 26, 2007. As such the market price of the Common Stock on such date is used for tax reporting and withholding purposes. On January 26, 2007, the Reporting Person transferred 302 shares of Common Stock to his ex-wife pursuant to a domestic relations order immediately upon receipt of such shares. The Reporting Person does not beneficially own any securities owned by his ex-wife. 1-for-1 The Deferred Stock Units were issued pursuant to the Company's 1999 Stock Incentive Plan. Upon the vesting of the Deferred Stock Units, the Company shall transfer to the Reporting Person one share of common stock for each Deferred Stock Unit held by the Reporting Person. Deferred Stock Units shall vest in accordance with the following schedule: (i) 25% of the Deferred Stock Units awarded shall vest and become nonforfeitable on each of the first, second, third and fourth anniversaries of the grant date, unless forfeited earlier under paragraph (v) below; (ii) Upon the Reporting Person's termination of employment by death or permanent disability, the Deferred Stock Units which have not yet vested shall vest and become nonforfeitable on the date of such death or permanent disability; (iii) Upon the Reporting Person's termination of employment by reason of retirement from the Company or its subsidiaries at or after attaining the age of 59 1/2 and after having served as an employee of the Company or its subsidiaries for at least five continuous years, the Deferred Stock Units which have not yet vested shall vest and become nonforfeitable on such termination of employment; (iv) Upon a change in control (as defined in the Reporting Person's Deferred Stock Unit Agreement dated as of January 26, 2005), the Deferred Stock Units which have not yet vested shall vest and become nonforfeitable on the date of such change of control unless forfeited earlier under paragraph (v) below; or (v) Unless the Compensation Committee of the Company determines otherwise in its sole discretion, if the Reporting Person's employment with the Company terminates for any reason other than paragraphs (i), (ii) or (iii) above, the Deferred Stock Units which have not vested as of the date of such termination of employment shall be permanently forfeited on such termination date. Not applicable On March 1, 2005, the Company paid a special dividend of $3.00 per share to the holders of record of its Class A Common Stock and Class B Common Stock. In connection with the payment of such dividend, the Company issued 946 additional Deferred Stock Units to the Reporting Person as an adjustment to reflect what the Reporting Person would have received had he owned the Class A Common Shares underlying his then-held Deferred Stock Units. /s/ Thomas L. Kram 2007-01-29 -----END PRIVACY-ENHANCED MESSAGE-----