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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Options (right to purchase Class A Common Stock) | $ 47.11 | 01/14/2015 | A | 200,000 | (1) | 01/14/2025 | Class A Common Stock | 200,000 | $ 0 | 1,800,000 | D | ||||
Restricted Stock Units | $ 0.01 | 01/14/2015 | A | 200,000 | (2) | (3) | Class A Common Stock | 200,000 | $ 0 | 2,000,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SOOK PERRY A C/O NEXSTAR BROADCASTING GROUP, INC. 545 E. JOHN CARPENTER FREEWAY, SUITE 700 IRVING, TX 75062 |
X | CEO & President |
/s/ Elisa Moore, Attorney-in-Fact for Perry A. Sook | 01/29/2015 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | 50,000 options will vest and become exercisable at each anniversary of the grant date beginning January 14, 2016. |
(2) | 25,000 restricted stock units will vest annually each January 14, beginning with 2016. An additional 25,000 restricted stock units will vest annually on March 1, subject to Company performance metrics. |
(3) | The restricted stock units have no expiration. However, all unvested portion of the restricted stock units will be forfeited and cancelled should the awardee's employment with Nexstar Broadcasting Group, Inc. (the "Company") terminate, other than a Company change in control. |