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)
01/15/2021

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
Class A Common Stock	01/15/2021		M		15,625	A	$111.55	1,230,626	D
Class A Common Stock	01/15/2021		F		5,977	D	$111.55	1,224,649	D
Class A Common Stock	01/15/2021		M		20,833	A	$111.55	1,245,482	D
Class A Common Stock	01/15/2021		F		7,969	D	$111.55	1,237,513	D
Class A Common Stock	01/15/2021		M		83,334	A	$111.55	1,320,847	D
Class A Common Stock	01/15/2021		F		31,877	D	$111.55	1,288,970	D

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	(1)	01/15/2021		M			15,625	(2)	(2)	Class A Common Stock	15,625	$0.00	1,534,417	D
Restricted Stock Units	(1)	01/15/2021		M			20,833	(3)	(3)	Class A Common Stock	20,833	$0.00	1,514,584	D
Restricted Stock Units	(1)	01/15/2021		M			83,334	(4)	(4)	Class A Common Stock	83,334	$0.00	1,431,250	D

Explanation of Responses:

1. As restricted stock units ("RSUs") vest, they are converted into shares of Class A Common Stock on a one-for-one basis at the vesting date.

2. 62,500 RSUs were awarded on January 15, 2019, of which 15,625 RSUs equally over four years at each anniversary of the award through January 15, 2023.

3. 62,500 RSUs were awarded on January 15, 2020, of which 20,833 RSUs vest equally over three years at each anniversary of the award through January 15, 2023.

4. 83,334 performance-based RSUs were awarded on January 15, 2019 and will vest in full on January 15, 2021, subject to the achievement of pre-established company performance metrics. The Compensation Committee of Nexstar's Board of Directors performed an assessment and determined that the conditions were satisfied, thus, the 83,334 performance-based RSUs vested in full on January 15, 2021.

Remarks:

	/s/ Mark Hoyla, Attorney-in-Fact for Perry A. Sook	01/15/2021
	** 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).
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