| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LIN Media LLC [ NYSE: LIN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/12/2014 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Shares | 06/12/2014 | C | 2,311,798 | A | (1) | 2,311,798 | I(1)(2) | See Footnotes(1)(2) | ||
| Class A Common Shares | 06/12/2014 | C | 30,231 | A | (3) | 2,342,029 | I(2)(4) | See Footnotes(2)(4) | ||
| Class A Common Shares | 12/19/2014 | U(5) | 2,311,798 | D | (5) | 30,231 | I(2)(6) | See Footnotes(2)(6) | ||
| Class A Common Shares | 12/19/2014 | U(5) | 30,231 | D | (5) | 0 | I(2) | See Footnote(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Shares | (7) | 06/12/2014 | C | 2,311,798 | (7) | (7) | Class A Common Shares | 2,311,798 | (1) | 14,095,600 | I(2)(8) | See Footnotes(2)(8) | |||
| Class B Common Shares | (7) | 06/12/2014 | C | 30,231 | (7) | (7) | Class A Common Shares | 30,231 | (3) | 14,065,369 | I(2)(9) | See Footnotes(2)(9) | |||
| Class B Common Shares | (7) | 12/19/2014 | U(5) | 13,883,813 | (7) | (7) | Class A Common Shares | 13,883,813 | (5) | 181,556 | I(2)(10) | See Footnotes(2)(10) | |||
| Class B Common Shares | (7) | 12/19/2014 | U(5) | 181,556 | (7) | (7) | Class A Common Shares | 181,556 | (5) | 0 | I(2) | See Footnote(2) | |||
| Class C Common Shares | (11) | 12/19/2014 | U(5) | 1 | (11) | (11) | Class A Common Shares | 1 | (5) | 0 | I(2) | See Footnote(2) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On June 12, 2014, 2,311,798 Class B Common Shares were converted into 2,311,798 Class A Common Shares at the holder's election for no additional consideration. All 2,311,798 Class B Common Shares were held of record by Hicks, Muse, Tate & Furst Equity Fund III, L.P., a Delaware limited partnership ("Fund III"). All 2,311,798 Class A Common Shares are held of record by Fund III. |
| 2. HM3/GP Partners, L.P., a Texas limited partnership ("HM3/GP Partners"), is the sole general partner of Fund III. Hicks Muse GP Partners III, L.P., a Texas limited partnership ("GP Partners III"), is the sole general partner of HM3/GP Partners and HM3 Coinvestors, L.P. ("HM3 Coinvestors"). Hicks Muse Fund III Incorporated, a Texas corporation ("Fund III Incorporated"), is the sole general partner of GP Partners III. HM3/GP Partners may be deemed to beneficially own all of the securities that are held directly by Fund III, and GP Partners III and Fund III Incorporated may be deemed to beneficially own all of the securities held directly by Fund III and HM3 Coinvestors. Each of HM3/GP Partners, GP Partners III and Fund III Incorporated disclaim beneficial ownership of such securities except to the extent of any of their respective pecuniary interest therein. |
| 3. On June 12, 2014, 30,231 Class B Common Shares were converted into 30,231 Class A Common Shares at the holder's election for no additional consideration. All 30,231 Class B Common Shares were held of record by HM3 Coinvestors. All 30,231 Class A Common Shares are held of record by HM3 Coinvestors. |
| 4. Of the 2,342,029 Class A Common Shares, (a) 2,311,798 shares are held of record by Fund III and (b) 30,231 shares are held of record by HM3 Coinvestors. |
| 5. Each share was disposed of pursuant to a merger agreement among the issuer, Media General, Inc. and certain of Media General, Inc.'s subsidiaries in exchange for, at the election of the holder thereof, either (a) $25.97 in cash without interest or (b) 1.4714 shares of the voting common stock of Media General, Inc., in each case, upon the terms and subject to the conditions set forth in the merger agreement. |
| 6. All 30,231 Class A Common Shares are held of record by HM3 Coinvestors. |
| 7. At any time upon the election of the holder for no additional consideration, each Class B Common Share is convertible into (i) one fully paid and non-assessable Class A Common Share or (ii) one fully paid and non-assessable Class C Common Share; provided that (a) any necessary approvals of the Federal Communication Commission have been obtained prior to any conversion, and (b) no Class B Common Shares will be converted into Class C Common Shares unless the holders of at least a majority of the Class B Common Shares approve such conversion. |
| 8. Of the 14,095,600 Class B Common Shares, (a) 13,883,813 shares are held of record by Fund III and (b) 211,787 shares are held of record by HM3 Coinvestors. |
| 9. Of the 14,065,369 Class B Common Shares, (a) 13,883,813 shares are held of record by Fund III and (b) 181,556 shares are held of record by HM3 Coinvestors. |
| 10. All 181,556 Class B Common Shares are held of record by HM3 Coinvestors. |
| 11. Each Class C Common Share converts automatically, for no additional consideration, into a Class A Common Share upon conversion of a majority of the Class B Common Shares. |
| Remarks: |
| The reporting persons may be deemed to be members of a group with other affiliated entities that collectively were 10% owners. The referenced relationships are described in more detail in Amendment No. 5 to Schedule 13D filed on March 24, 2014 by the reporting persons and, among other persons, Hicks, Muse, Tate & Furst Equity Fund IV, L.P., Hicks, Muse, Tate & Furst Private Equity Fund IV, L.P., Hicks, Muse & Co. Partners, L.P., HM4-EQ Coinvestors, L.P. and John R. Muse (collectively, the "Affiliated LIN Reporting Persons"). The reporting persons disclaim the existence of a group and disclaim beneficial ownership of any securities held by the other Affiliated LIN Reporting Persons. |
| SEE ATTACHMENTS | 12/23/2014 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||