Lazarus Edward P Form 4 TRIBUNE MEDIA / Edward P Lazarus 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^*

Lazarus Edward P

(Last) (First) (Middle)

C/O TRIBUNE MEDIA COMPANY

515 N. STATE STREET, SUITE 2400

(Street)

CHICAGO IL 60654

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TRIBUNE MEDIA CO [ TRCO ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, General Counsel & CSO

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2017

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	12/29/2017		M		3,835	A	(1)	47,327	D
Class A Common Stock	12/29/2017		F		1,953	D	$42.47	45,374	D
Class A Common Stock	12/31/2017		M		27,812	A	(2)	73,186	D
Class A Common Stock	12/31/2017		F		3,539	D	$42.47	69,647	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
Performance Share Units	(1)	12/29/2017		M			3,835	(1)	03/01/2018	Class A Common Stock	3,835	(1)	26,847	D
Restricted Stock Units	(2)	12/31/2017		M			27,814.4272	(3)	(3)	Class A Common Stock	27,812	$0.00	23,109.6895	D

Explanation of Responses:

1. Each performance share unit ("PSU") represents a contingent right to receive a share of the Company's Class A Common Stock. The PSUs vest during a two year performance period from March 1, 2016 until March 1, 2018, if a closing price of the Company's Class A Common Stock is maintained for 10 consecutive trading days that equals or exceeds $44 and each increment of $2 thereafter, up to a maximum of $64, as adjusted for dividends declared subsequent to the grant (each, a "stock price hurdle"). No stock price hurdle is counted twice. On December 29, 2017, the fourth stock price hurdle, as adjusted for dividends, was achieved.

2. Restricted Stock Units ("RSUs") convert into shares of Class A Common Stock upon vesting on a one-for-one basis.

3. On April 27, 2017, the Reporting Person was granted an award of 27,300 RSUs, upon which additional RSUs accrued as a result of the payment of quarterly cash dividends on the Company's Class A Common Stock. Of these, 6,953 vested on December 31, 2017. On the vesting date, cash in lieu of .6068 vested fractional shares was also credited to the Reporting Person. The remainder of the Reporting Person's RSUs were converted into shares of Restricted Stock and remain subject to the same terms as were applicable to the unvested RSUs that they replace.

Remarks:

	/s/ Erin Conroy, Attorney-in-Fact for Edward Lazarus	01/03/2018
	** 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).
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