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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) | 08/01/2024 | M | 31,250 (2) | (2) | (4) | Common Stock | 62,500 (2) | $ 0 | 0 (5) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SOOK PERRY A C/O NEXSTAR MEDIA GROUP, INC. 545 E. JOHN CARPENTER FREEWAY, SUITE 700 IRVING, TX 75062 |
X | Chief Executive Officer | ||
| /s/ Mark Hoyla, Attorney-in-Fact for Perry A. Sook | 08/05/2024 | |
| **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 the right to receive, following vesting, between 0% and 200% of one share of Nexstar Media Group, Inc.'s ("Nexstar") common stock, subject to the level of achievement of pre-established company performance metrics. |
| (2) | 62,500 target PSUs were awarded on August 1, 2022, of which 31,250 PSUs vested on each of August 1, 2023 and August 1, 2024, subject to the achievement of the pre-established company performance metric. The target PSUs assumes 100% vesting but the number of Nexstar common stock that may be earned is between 0% and 200% of the target. The Compensation Committee of Nexstar's Board of Directors performed an assessment and determined that the conditions to receive 200% of the target number of PSUs were satisfied. Thus, the 31,250 target PSUs vested on each of August 1, 2023 and 2024 were each converted into 62,500 of Nexstar common stock. |
| (3) | The 975,956 shares of common stock are owned by PS Sook Ltd., of which Mr. Sook and his spouse are the beneficial owners. |
| (4) | The PSUs have no expiration and are subject to accelerated vesting in the event of termination of the Reporting Person's employment under certain circumstances, including change in control, a reason by Nexstar other than for cause, or for good reason. |
| (5) | In the Reporting Person's prior Form 4s, the number of other derivative securities beneficially owned following the reported transaction were included. Going forward, only the number of the derivative securities for which the transaction is being disclosed will be reflected. |