Nexstar Media (NXST) Form 4 NEXSTAR MEDIA / PERRY A SOOK ownership change

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^*

SOOK PERRY A

(Last) (First) (Middle)

C/O NEXSTAR MEDIA GROUP, INC.

545 E. JOHN CARPENTER FREEWAY, SUITE 700

(Street)

IRVING TX 75062

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/02/2024		M		26,850	A	$163.69	614,846	D
Common Stock	03/02/2024		M		53,700	A	$163.69	668,546	D
Common Stock	03/05/2024		S		31,758	D	$158.6556	636,788	D
Common Stock	03/05/2024		M		0	A	$0	975,956	I	PS Sook Ltd.(1)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	03/01/2024		A		75,224		(3)	(4)	Common Stock	75,224	$0	413,874	D
Restricted Stock Units	(2)	03/01/2024		A		75,224		(5)	(4)	Common Stock	75,224	$0	489,098	D
Restricted Stock Units	(2)	03/02/2024		M			26,850	(6)	(4)	Common Stock	26,850	$0	462,248	D
Restricted Stock Units	(2)	03/02/2024		M			26,850	(7)	(4)	Common Stock	53,700(7)	$0	435,398	D

Explanation of Responses:

1. The 975,956 shares of common stock owned by PS Sook Ltd., of which Mr. Sook and his spouse are the beneficial owners.

2. Each time-based restricted stock unit ("RSU") is converted into one share of Nexstar's Common Stock at the vesting date. Each Performance-based restricted stock unit ("PSU") represents the right to receive, following vesting, between 0% and 200% of one share of Nexstar's Common Stock, subject to the level of achievement of pre-established company performance metrics.

3. 75,224 RSUs were awarded on March 1, 2024, of which 37,612 RSUs vest at each anniversary date of the award through March 1, 2026.

4. The RSUs/PSUs have no expiration and are subject to accelerated vesting in the event of termination of the Reporting Person's employment under certain circumstances, including change in control, a reason by the Company other than for cause, or for good reason.

5. 75,224 target PSUs were awarded on March 1, 2024, of which 37,612 PSUs vest on March 1, 2025 and 37,612 PSUs vest on March 1, 2026, subject to the achievement of the pre-established company performance metric. The indicated number of PSUs assumes 100% vesting at target. The number of shares of Nexstar's Common Stock that may be earned is between 0% and 200% of the target number of PSUs. The actual number of shares of common stock issued at each vesting date may be more or less than the indicated target number.

6. 53,700 RSUs were awarded on March 2, 2023, of which 26,850 RSUs vest at each anniversary date of the award through March 2, 2025.

7. 53,700 target PSUs were awarded on March 2, 2023, of which 26,850 PSUs vest on March 2, 2024 and 26,850 PSUs vest on March 2, 2025, subject to the achievement of the pre-established company performance metric. The indicated number of PSUs assumes 100% vesting at target. The number of shares of Nexstar's Common Stock that may be earned is between 0% and 200% of the target number of PSUs. The Compensation Committee of Nexstar's Board of Directors performed an assessment and determined that the conditions to receive 200% of the target number of PSUs were satisfied. Thus, the target PSUs that vested on March 2, 2024 were converted into 53,700 shares of Nexstar common stock.

	/s/ Mark Hoyla, Attorney-in-Fact for Perry A. Sook	03/05/2024
	** Signature of Reporting Person	Date
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