Nexstar Media (NXST) Form 3 NEXSTAR MEDIA / JOHN R MUSE ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

MUSE JOHN R

(Last) (First) (Middle)

2100 MCKINNEY AVENUE, SUITE 1600

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/17/2017

3. Issuer Name and Ticker or Trading Symbol
NEXSTAR MEDIA GROUP, INC. [ NXST ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	5,711	D
Class A Common Stock	59	I	See Footnotes(1)(2)
Class A Common Stock	430	I	See Footnotes(2)(3)
Class A Common Stock	773,145	I	See Footnotes(4)(5)(6)
Class A Common Stock	10,110	I	See Footnotes(5)(6)(7)
Class A Common Stock	200,189	I	See Footnotes(5)(6)(8)
Class A Common Stock	1,346	I	See Footnotes(5)(6)(9)
Class A Common Stock	3,106	I	See Footnotes(5)(6)(10)
Class A Common Stock	10,755	I	See Footnotes(5)(6)(11)
Class A Common Stock	421	I	See Footnotes(5)(6)(12)
Right to Receive Class A Common Stock	1,737	D(13)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A Common Stock Option	09/18/2015	09/18/2022	Class A Common Stock	21,578	9.82	D

Explanation of Responses:

1. Held of record by Muse Family Enterprises, Ltd., a Texas limited partnership ("MFE").

2. MFE and JRM Interim Investors, L.P., a Texas limited partnership ("JRM"), are both indirectly beneficially owned by Mr. Muse. However, Mr. Muse disclaims beneficial ownership of the issuer's securities held of record by MFE and JRM except to the extent of his pecuniary interest therein.

3. Held of record by JRM.

4. Held of record by Hicks, Muse, Tate & Furst Equity Fund III, L.P., a Delaware limited partnership ("Fund III").

5. Mr. Muse is an executive officer of the ultimate general partner of each of Fund III, HM3 Coinvestors, L.P., a Texas limited partnership ("HM3 Coinvestors"), Hicks, Muse, Tate & Furst Equity Fund IV, L.P., a Delaware limited partnership ("Fund IV"), Hicks, Muse, Tate & Furst Private Equity Fund IV, L.P., a Delaware limited partnership ("Private Fund IV"), HM4-EQ Coinvestors, L.P., a Texas limited partnership ("HM4-EQ Coinvestors"), Hicks, Muse & Co. Partners, L.P., a Texas limited partnership ("HM&Co."), and HM Capital Partners I LP, a Delaware limited partnership ("HMCP I LP"). In addition, Mr. Muse is a voting member of a two-person committee that exercises voting and dispositive powers over the issuer's securities held by the ultimate general partner of each of Fund III, HM3 Coinvestors, Fund IV, Private Fund IV, HM4-EQ Coinvestors, HM&Co and HMCP I LP.

6. (Continued from Footnote 5) Accordingly, Mr. Muse may be deemed to beneficially own all of the issuer's securities held directly by Fund III, HM3 Coinvestors, Private Fund IV, Fund IV, HM4-EQ Coinvestors, HM&Co. and HMCP I LP. However, Mr. Muse disclaims beneficial ownership of the issuer's securities held by Fund III, HM3 Coinvestors, Fund IV, Private Fund IV, HM4-EQ Coinvestors, HM&Co. and HMCP I LP except to the extent of his pecuniary interest therein.

7. Held of record by HM3 Coinvestors.

8. Held of record by Fund IV.

9. Held of record by Private Fund IV.

10. Held of record by HM4-EQ Coinvestors.

11. Held of record by HM&Co.

12. Held of record by HMCP I LP.

13. Pursuant to the merger agreement, dated January 27, 2016, among Media General, Inc. ("Media General"), the issuer and a wholly owned subsidiary of the issuer (the "Merger Agreement"), each deferred stock unit that Mr. Muse held in Media General at the time of the merger was converted into the right to receive (a) $10.55 in cash, (b) 0.1249 shares of the issuer's Class A Common Stock and (c) certain contingent value rights, in each case, upon the terms and subject to the conditions set forth in the Merger Agreement.

Remarks:

	/s/ William G. Neisel, attorney-in-fact for John R. Muse	01/19/2017
	** Signature of Reporting Person	Date
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