Sally William Form 3 NEXSTAR MEDIA / WILLIAM SALLY 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^*

SALLY WILLIAM

(Last) (First) (Middle)

C/O NEXSTAR MEDIA GROUP, INC.

545 E. JOHN CARPENTER FREEWAY, SUITE 700

(Street)

IRVING TX 75062

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/09/2019

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

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

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

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	4,127	D

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
Stock Options	(1)	01/15/2024	Class A Common Stock	12,500	46.03	D
Restricted Stock Units	(2)	(2)	Class A Common Stock	3,750	(3)	D
Restricted Stock Units	(4)	(4)	Class A Common Stock	5,625	(3)	D
Restricted Stock Units	(5)	(5)	Class A Common Stock	4,000	(3)	D

Explanation of Responses:

1. 25,000 options were granted on January 15, 2014. These options became exercisable in 6,250 increments each anniversary of the grant date for four years. As of 9/9/2019, 12,500 options were exercised and 12,500 are outstanding.

2. 7,500 restricted stock units awarded on January 23, 2017. 1,875 restricted stock units vest at each anniversary of the award through January 23, 2021. As of 9/9/2019, 3,750 restricted stock units were vested and 3,750 restricted stock units are unvested.

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

4. 7,500 restricted stock units awarded on March 15, 2018. 1,875 restricted stock units vest at each anniversary of the award through March 15, 2022. As of 9/9/2019, 1,875 restricted stock units were vested and 5,625 restricted stock units are unvested.

5. 4,000 restricted stock units awarded on March 20, 2019. 1,000 restricted stock units vest at each anniversary of the award through March 20, 2023. As of 9/9/2019, 4,000 restricted stock units are unvested.

Remarks:

EVP, Sales

	/s/ Mark Hoyla, Attorney-in-Fact for William Sally	09/18/2019
	** 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 5 (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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