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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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) | ||
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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 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 | ||||||||
| Restricted Stock Units | (1) | 06/14/2024 | M | 656 | (2) | (3) | Common Stock | 656 | $ 0 | 1,969 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Strober Michael C/O NEXSTAR MEDIA GROUP, INC. 545 E. JOHN CARPENTER FREEWAY, SUITE 700 IRVING, TX 75062 |
EVP, Chief Revenue Officer | |||
| /s/ Mark Hoyla, Attorney-in-Fact for Michael Strober | 06/18/2024 | |
| **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) | Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share of Nexstar's common stock, subject to the achievement of pre-established company performance metrics. |
| (2) | 2,625 PSUs were awarded on June 14, 2023, of which 656, 657, 656 and 656 PSUs vest on June 14, 2024, 2025, 2026 and 2027, respectively, subject to the achievement of pre-established company performance metrics. For the 656 PSUs that were scheduled to vest on June 14, 2024, the Compensation Committee of Nexstar's Board of Directors performed an assessment and determined that the conditions were not satisfied, thus the 656 PSUs were forfeited on June 14, 2024. |
| (3) | The PSUs have no expiration. However, any and all unvested portion of PSUs shall be forfeited and cancelled should the awardee's employment terminate for any reason other than a company change of control. |