SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kram Thomas L

(Last)

(First)

(Middle)

C/O SUN-TIMES MEDIA GROUP, INC.

350 NEW ORLEANS, 10-S

(Street)

CHICAGO

60654

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SUN-TIMES MEDIA GROUP INC [ SVN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Corp Controller/Prcl Acct Off

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	01/26/2006		M		1,111	A	⁽¹⁾	1,111	D
Class A Common Stock	01/26/2006		F		360	D	$8.7⁽²⁾	376⁽³⁾	D
Class A Common Stock	12/09/2006		M		1,750	A	⁽⁴⁾	2,126	D
Class A Common Stock	12/09/2006		F		567	D	$4.8⁽⁵⁾	967⁽⁶⁾	D
Class A Common Stock	01/26/2007		M		1,112	A	⁽⁷⁾	2,079	D
Class A Common Stock	01/26/2007		F		507	D	$4.43⁽⁸⁾	1,270⁽⁹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock Units	⁽¹⁰⁾	01/26/2005		A			3,500	⁽¹¹⁾⁽¹²⁾⁽¹³⁾	⁽¹¹⁾⁽¹²⁾⁽¹³⁾	Common Stock, Class A	3,500	⁽¹⁴⁾	3,500	D
Deferred Stock Units⁽¹⁵⁾	⁽¹⁰⁾	03/01/2005		A			946	⁽¹¹⁾⁽¹²⁾⁽¹³⁾	⁽¹¹⁾⁽¹²⁾⁽¹³⁾	Common Stock, Class A	946	⁽¹⁴⁾	4,446	D
Deferred Stock Units	⁽¹⁰⁾	12/09/2005		A			7,000	⁽¹¹⁾⁽¹²⁾⁽¹³⁾	⁽¹¹⁾⁽¹²⁾⁽¹³⁾	Common Stock, Class A	7,000	⁽¹⁴⁾	11,446	D
Deferred Stock Units	⁽¹⁰⁾	01/26/2006		M			1,111	⁽¹¹⁾⁽¹²⁾⁽¹³⁾	⁽¹¹⁾⁽¹²⁾⁽¹³⁾	Common Stock, Class A	1,111	⁽¹⁴⁾	10,335	D
Deferred Stock Units	⁽¹⁰⁾	12/09/2006		M			1,750	⁽¹¹⁾⁽¹²⁾⁽¹³⁾	⁽¹¹⁾⁽¹²⁾⁽¹³⁾	Common Stock, Class A	1,750	⁽¹⁴⁾	8,585	D
Deferred Stock Units	⁽¹⁰⁾	01/26/2007		M			1,112	⁽¹¹⁾⁽¹²⁾⁽¹³⁾	⁽¹¹⁾⁽¹²⁾⁽¹³⁾	Common Stock, Class A	1,112	⁽¹⁴⁾	7,473	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 1-for-1

11. 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;

12. (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

13. (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.

14. Not applicable

15. 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	01/29/2007
	** Signature of Reporting Person	Date
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