Karen A Brophy Form 3 NEXSTAR MEDIA / Karen A Brophy 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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Brophy Karen A

(Last) (First) (Middle)

545 E. JOHN CARPENTER FREEWAY

SUITE 700

(Street)

IRVING TX 75062

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/20/2020

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)
President, Digital

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	194	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
Restricted Stock Units	(1)	(2)	Class A Common Stock	937	(2)	D
Restricted Stock Units	(3)	(2)	Class A Common Stock	3,000	(2)	D

Explanation of Responses:

1. 1,250 Restricted Stock Units (RSU) awarded on 3/20/2019. 313, 312, 313, 312 RSU vest at each anniversary period through 3/20/2023. As of the filing of this Form 3, there were 937 unvested RSUs remaining in this award.

2. The RSUs have no expiration date. However all unvested portion of RSU shall be forfeited and canceled should the awardee be terminated for any reason other than a company change of control. As RSU vests, they are converted into shares of Class A common stock on a one-for-one basis as the vesting date.

3. 3,000 RSU was awarded on 4/15/2020. 750 RSU vest at each anniversary of the award through 4/15/2024.

Remarks:

	/s/ Mark Hoyla, Attorney-in-Fact for Karen A. Brophy	11/20/2020
	** 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).
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.