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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Shares | (4) | 06/12/2014 | C | 9,290 | (4) | (4) | Class A Common Shares | 9,290 | (1) | 55,789 | I (2) (5) | See Footnotes (2) (5) | |||
| Class B Common Shares | (4) | 12/19/2014 | U(3) | 55,789 | (4) | (4) | Class A Common Shares | 55,789 | (3) | 0 | I (2) | See Footnote (2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HM4-EQ Coinvestors, L.P. C/O HICKS, MUSE, TATE & FURST INCORP. 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS, TX 75201 |
Former 10% Owner | |||
| Hicks, Muse GP Partners IV, L.P. C/O HICKS, MUSE, TATE & FURST INCORP. 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS, TX 75201 |
Former 10% Owner | |||
| Hicks, Muse Fund IV, LLC C/O HICKS, MUSE, TATE & FURST INCORP. 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS, TX 75201 |
Former 10% Owner | |||
| SEE ATTACHMENTS | 12/23/2014 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On June 12, 2014, 9,290 Class B Common Shares were converted into 9,290 Class A Common Shares at the holder's election for no additional consideration. All 9,290 Class B Common Shares were held of record by HM4-EQ Coinvestors, L.P., a Texas limited partnership ("HM4-EQ Coinvestors"). All 9,290 Class A Common Shares are held of record by HM4-EQ Coinvestors. |
| (2) | Hicks, Muse GP Partners IV, L.P., a Texas limited partnership ("GP Partners IV"), is the sole general partner of HM4-EQ Coinvestors. Hicks, Muse Fund IV, LLC, a Texas limited liability company ("Fund IV LLC"), is the sole general partner of GP Partners IV. GP Partners IV and Fund IV LLC may be deemed to beneficially own all of the securities held directly by HM4-EQ Coinvestors. Each of GP Partners IV and Fund IV LLC disclaim beneficial ownership of such securities except to the extent of any of their respective pecuniary interest therein. |
| (3) | Each share was disposed of pursuant to a merger agreement among the issuer, Media General, Inc. and certain of Media General, Inc.'s subsidiaries in exchange for, at the election of the holder thereof, either (a) $25.97 in cash without interest or (b) 1.4714 shares of the voting common stock of Media General, Inc., in each case, upon the terms and subject to the conditions set forth in the merger agreement. |
| (4) | At any time upon the election of the holder for no additional consideration, each Class B Common Share is convertible into (i) one fully paid and non-assessable Class A Common Share or (ii) one fully paid and non-assessable Class C Common Share; provided that (a) any necessary approvals of the Federal Communication Commission have been obtained prior to any conversion, and (b) no Class B Common Shares will be converted into Class C Common Shares unless the holders of at least a majority of the Class B Common Shares approve such conversion. |
| (5) | All 55,789 Class B Common Shares are held of record by HM4-EQ Coinvestors. |
| Remarks: The reporting persons may be deemed to be members of a group with other affiliated entities that collectively were 10% owners. The referenced relationships are described in more detail in Amendment No. 5 to Schedule 13D filed on March 24, 2014 by the reporting persons and, among other persons, Hicks, Muse, Tate & Furst Equity Fund III, L.P., HM3 Coinvestors, L.P., Hicks, Muse & Co. Partners, L.P., Hicks, Muse, Tate & Furst Equity Fund IV, L.P., Hicks, Muse, Tate & Furst Private Equity Fund IV, L.P. and John R. Muse (collectively, the "Affiliated LIN Reporting Persons"). The reporting persons disclaim the existence of a group and disclaim beneficial ownership of any securities held by the other Affiliated LIN Reporting Persons. | |