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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol A. H. Belo Corp [ AHC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/10/2018 | ||||||||||||||||||||||||||
| 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 | ||||||
| Series A Common Stock | 12/10/2018 | M | 11,653(1) | A | (2) | 41,789 | D | |||
| Series A Common Stock | 12/10/2018 | D(3) | 11,653(3) | D | $4.15 | 30,136 | D | |||
| Series A Common Stock | 12/10/2018 | M | 10,263(1) | A | (2) | 40,399 | D | |||
| Series A Common Stock | 12/10/2018 | D(3) | 10,263(3) | D | $4.15 | 30,136 | D | |||
| Series A Common Stock | 12/10/2018 | M | 12,061(1) | A | (2) | 42,197 | D | |||
| Series A Common Stock | 12/10/2018 | D(3) | 12,061(3) | D | $4.15 | 30,136 | D | |||
| 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 | ||||||||
| Restricted Stock Units (Time-Based)(4) | (2) | 12/10/2018 | M | 11,653 | (1) | (1) | Series A Common Stock | 11,653 | $0.00 | 0 | D | ||||
| Restricted Stock Units (Time-Based)(5) | (2) | 12/10/2018 | M | 10,263 | (1) | (1) | Series A Common Stock | 10,263 | $0.00 | 0 | D | ||||
| Restricted Stock Units (Time-Based)(6) | (2) | 12/10/2018 | M | 12,061 | (1) | (1) | Series A Common Stock | 12,061 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. Effective December 10, 2018, the Board of Directors of the Company accelerated the vesting of all outstanding time-based restricted stock units (TBRSUs) held by the Reporting Person and converted the payment of each TBRSU into the right to receive cash in an amount equal to the closing market price of a share of the Company's Series A Common Stock on the New York Stock Exchange on December 10, 2018. The number of shares shown represents the TBRSUs that vested on December 10, 2018 and will be paid 100% in cash on December 11, 2019. |
| 2. Each TBRSU represented the right to receive the cash value of one share of A. H. Belo Corporation Series A Common Stock on the vesting date. Upon vesting, no additional purchase price was payable by the Reporting Person. |
| 3. The number of shares shown represents the settlement, 100% in cash, of TBRSUs that vested on December 10, 2018 and will be paid on December 11, 2019. Pursuant to SEC guidance, settlement in cash is deemed to be a disposition of shares to the Company. |
| 4. These TBRSUs were awarded on May 12, 2016. |
| 5. These TBRSUs were awarded on May 11, 2017. |
| 6. These TBRSUs were awarded on June 6, 2018. |
| Remarks: |
| Christine E. Larkin, Attorney-in-Fact | 12/11/2018 | |
| ** 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. | ||