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 NEXSTAR MEDIA GROUP, INC. [ NXST ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/25/2022 | ||||||||||||||||||||||||||
| 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 | ||||||
| Common Stock | 09/25/2022 | M | 12,500 | A | $170.04 | 99,777 | D | |||
| Common Stock | 09/25/2022 | M | 12,500 | A | $170.04 | 112,277 | D | |||
| Common Stock | 09/27/2022 | S | 9,737 | D | $171.9056 | 102,540 | 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 | (1) | 09/25/2022 | M | 12,500 | (2) | (3) | Common Stock | 12,500 | $0.00 | 128,750 | D | ||||
| Restricted Stock Units | (1) | 09/25/2022 | M | 12,500 | (4) | (3) | Common Stock | 12,500 | $0.00 | 116,250 | D | ||||
| Explanation of Responses: |
| 1. As restricted stock units ("RSUs") vest, they are converted into shares of Common Stock on a one-for-one basis at the vesting date. |
| 2. 37,500 performance-based RSUs ("PSUs") were awarded on September 25, 2020, of which 12,500 PSUs vest at each anniversary of the award through September 25, 2023, subject to the achievement of pre-established company performance metrics. For the 12,500 PSUs that were scheduled to vest on September 25, 2022, the Compensation Committee of Nexstar's Board of Directors performed an assessment and determined that the conditions were satisfied, thus, the 12,500 PSUs vested in full on September 25, 2022. |
| 3. The RSUs/PSUs have no expiration. However, all unvested portion of RSUs shall be forfeited and cancelled should the awardee's employment terminate for any reason other than a company change of control. |
| 4. 37,500 RSUs were awarded on September 25, 2020, of which, 12,500 RSUs vest at each anniversary of the award through September 25, 2023. |
| Remarks: |
| /s/ Mark Hoyla, Attorney-in-Fact for Thomas Carter | 09/27/2022 | |
| ** 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. | ||