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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 | ||||||||
| Employee Stock Option (right to buy) | $ 32.5 | 12/19/2014 | D | 8,000 | (2) | 12/31/2015 | Voting Common Stock (no par value) | 8,000 | (1) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 63.18 | 12/19/2014 | D | 24,700 | (3) | 01/27/2015 | Voting Common Stock (no par value) | 24,700 | (1) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 49.66 | 12/19/2014 | D | 52,300 | (4) | 01/26/2016 | Voting Common Stock (no par value) | 52,300 | (1) | 0 | D | ||||
| Deferred Stock Units | (1) (5) | 12/19/2014 | A | 10,000 | (1)(5) | (1)(5) | Voting Common Stock (no par value) | 10,000 | (1) (5) | 10,000 | D | ||||
| Deferred Stock Units | (1) (5) | 12/19/2014 | D | 10,000 | (1)(5) | (1)(5) | Voting Common Stock (no par value) | 10,000 | (1) (5) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MORTON MARSHALL N 333 EAST FRANKLIN STREET RICHMOND, VA 23219 |
X | Vice Chairman | ||
| /s/ Marshall N. Morton, by Andrew C. Carington, Attorney-in-fact | 12/23/2014 | |
| **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) | On December 19, 2014, Media General, Inc. ("Media General", formerly Mercury New Holdco, Inc.), MGOC, Inc. ("MGOC", formerly Media General, Inc.) and Lin Media LLC ("Lin") consummated a business combination transaction (the "Merger") as a result of which MGOC, Inc. and Lin Media LLC each became a direct wholly owned subsidiary of Media General. Pursuant to the Merger, (i) each share of voting common stock of MGOC was converted into one share of voting common stock of Media General ("Voting Common Stock") and (ii) each share representing a limited liability company interest in Lin was converted into 1.4714 shares of Voting Common Stock. Equity-based awards granted pursuant to MGOC plans and Lin plans that were outstanding immediately prior to the Merger were converted into awards in respect of Voting Common Stock at the closing of the Merger. |
| (2) | Options were granted under the Media General, Inc. 1987 Non-Qualified Stock Option Plan, which are set to expire on 12/31/2015. |
| (3) | Options were granted under the Media General, Inc. 1995 Long-Term Incentive Plan, which became fully exercisable on 1/27/2008. |
| (4) | Options were granted under the Media General, Inc. 1995 Long-Term Incentive Plan, which became fully exercisable on 1/26/2009. |
| (5) | Effective immediately prior to the closing of the Merger, the reporting person received 10,000 Deferred Stock Units. One-half of such units will vest on each of December 19, 2016 and December 19, 2017, notwithstanding any earlier termination of services. Each vested unit entitles the reporting person to one share of Media General, Inc.'s Voting Common Stock.Effective immediately prior to the closing of the Merger, the reporting person received 10,000 Deferred Stock Units. One-half of such units will vest on each of December 19, 2016 and December 19, 2017, notwithstanding any earlier termination of services. Each vested unit entitles the reporting person to one share of Media General, Inc.'s Voting Common Stock.Effective immediately prior to the closing of the Merger, the reporting person received 10,000 Deferred Stock Units. One-half of such units will vest on each of December 19, 2016 and December 19, 2017, notwithstanding any earlier termination of services. Each vested unit entit |