4//SEC Filing
LIN Media LLC 4
Accession 0001209191-14-077798
CIK 0001575571operating
Filed
Dec 22, 7:00 PM ET
Accepted
Dec 23, 5:20 PM ET
Size
38.7 KB
Accession
0001209191-14-077798
Insider Transaction Report
Form 4
LIN Media LLCNYSE: LIN
HICKS MUSE FUND III INC
10% Owner
Transactions
- Conversion
Class B Common Shares
2014-06-12−30,231→ 14,065,369 total(indirect: See Footnotes)→ Class A Common Shares (30,231 underlying) - Disposition from Tender
Class B Common Shares
2014-12-19−13,883,813→ 181,556 total(indirect: See Footnotes)→ Class A Common Shares (13,883,813 underlying) - Disposition from Tender
Class C Common Shares
2014-12-19−1→ 0 total(indirect: See Footnote)→ Class A Common Shares (1 underlying) - Disposition from Tender
Class A Common Shares
2014-12-19−30,231→ 0 total(indirect: See Footnote) - Disposition from Tender
Class B Common Shares
2014-12-19−181,556→ 0 total(indirect: See Footnote)→ Class A Common Shares (181,556 underlying) - Conversion
Class A Common Shares
2014-06-12+30,231→ 2,342,029 total(indirect: See Footnotes) - Conversion
Class A Common Shares
2014-06-12+2,311,798→ 2,311,798 total(indirect: See Footnotes) - Disposition from Tender
Class A Common Shares
2014-12-19−2,311,798→ 30,231 total(indirect: See Footnotes) - Conversion
Class B Common Shares
2014-06-12−2,311,798→ 14,095,600 total(indirect: See Footnotes)→ Class A Common Shares (2,311,798 underlying)
Transactions
- Conversion
Class A Common Shares
2014-06-12+2,311,798→ 2,311,798 total(indirect: See Footnotes) - Conversion
Class A Common Shares
2014-06-12+30,231→ 2,342,029 total(indirect: See Footnotes) - Disposition from Tender
Class A Common Shares
2014-12-19−30,231→ 0 total(indirect: See Footnote) - Conversion
Class B Common Shares
2014-06-12−2,311,798→ 14,095,600 total(indirect: See Footnotes)→ Class A Common Shares (2,311,798 underlying) - Disposition from Tender
Class B Common Shares
2014-12-19−181,556→ 0 total(indirect: See Footnote)→ Class A Common Shares (181,556 underlying) - Disposition from Tender
Class A Common Shares
2014-12-19−2,311,798→ 30,231 total(indirect: See Footnotes) - Conversion
Class B Common Shares
2014-06-12−30,231→ 14,065,369 total(indirect: See Footnotes)→ Class A Common Shares (30,231 underlying) - Disposition from Tender
Class B Common Shares
2014-12-19−13,883,813→ 181,556 total(indirect: See Footnotes)→ Class A Common Shares (13,883,813 underlying) - Disposition from Tender
Class C Common Shares
2014-12-19−1→ 0 total(indirect: See Footnote)→ Class A Common Shares (1 underlying)
HM3/GP PARTNERS, L.P.
10% Owner
Transactions
- Conversion
Class A Common Shares
2014-06-12+2,311,798→ 2,311,798 total(indirect: See Footnotes) - Disposition from Tender
Class A Common Shares
2014-12-19−2,311,798→ 30,231 total(indirect: See Footnotes) - Disposition from Tender
Class B Common Shares
2014-12-19−13,883,813→ 181,556 total(indirect: See Footnotes)→ Class A Common Shares (13,883,813 underlying) - Conversion
Class A Common Shares
2014-06-12+30,231→ 2,342,029 total(indirect: See Footnotes) - Disposition from Tender
Class A Common Shares
2014-12-19−30,231→ 0 total(indirect: See Footnote) - Conversion
Class B Common Shares
2014-06-12−2,311,798→ 14,095,600 total(indirect: See Footnotes)→ Class A Common Shares (2,311,798 underlying) - Conversion
Class B Common Shares
2014-06-12−30,231→ 14,065,369 total(indirect: See Footnotes)→ Class A Common Shares (30,231 underlying) - Disposition from Tender
Class B Common Shares
2014-12-19−181,556→ 0 total(indirect: See Footnote)→ Class A Common Shares (181,556 underlying) - Disposition from Tender
Class C Common Shares
2014-12-19−1→ 0 total(indirect: See Footnote)→ Class A Common Shares (1 underlying)
HM3 COINVESTORS LP
10% Owner
Transactions
- Disposition from Tender
Class A Common Shares
2014-12-19−2,311,798→ 30,231 total(indirect: See Footnotes) - Conversion
Class A Common Shares
2014-06-12+2,311,798→ 2,311,798 total(indirect: See Footnotes) - Conversion
Class A Common Shares
2014-06-12+30,231→ 2,342,029 total(indirect: See Footnotes) - Disposition from Tender
Class A Common Shares
2014-12-19−30,231→ 0 total(indirect: See Footnote) - Conversion
Class B Common Shares
2014-06-12−2,311,798→ 14,095,600 total(indirect: See Footnotes)→ Class A Common Shares (2,311,798 underlying) - Conversion
Class B Common Shares
2014-06-12−30,231→ 14,065,369 total(indirect: See Footnotes)→ Class A Common Shares (30,231 underlying) - Disposition from Tender
Class B Common Shares
2014-12-19−13,883,813→ 181,556 total(indirect: See Footnotes)→ Class A Common Shares (13,883,813 underlying) - Disposition from Tender
Class B Common Shares
2014-12-19−181,556→ 0 total(indirect: See Footnote)→ Class A Common Shares (181,556 underlying) - Disposition from Tender
Class C Common Shares
2014-12-19−1→ 0 total(indirect: See Footnote)→ Class A Common Shares (1 underlying)
HICKS MUSE GP PARTNERS III LP
10% Owner
Transactions
- Disposition from Tender
Class B Common Shares
2014-12-19−181,556→ 0 total(indirect: See Footnote)→ Class A Common Shares (181,556 underlying) - Conversion
Class A Common Shares
2014-06-12+2,311,798→ 2,311,798 total(indirect: See Footnotes) - Conversion
Class A Common Shares
2014-06-12+30,231→ 2,342,029 total(indirect: See Footnotes) - Disposition from Tender
Class A Common Shares
2014-12-19−2,311,798→ 30,231 total(indirect: See Footnotes) - Disposition from Tender
Class A Common Shares
2014-12-19−30,231→ 0 total(indirect: See Footnote) - Conversion
Class B Common Shares
2014-06-12−2,311,798→ 14,095,600 total(indirect: See Footnotes)→ Class A Common Shares (2,311,798 underlying) - Conversion
Class B Common Shares
2014-06-12−30,231→ 14,065,369 total(indirect: See Footnotes)→ Class A Common Shares (30,231 underlying) - Disposition from Tender
Class B Common Shares
2014-12-19−13,883,813→ 181,556 total(indirect: See Footnotes)→ Class A Common Shares (13,883,813 underlying) - Disposition from Tender
Class C Common Shares
2014-12-19−1→ 0 total(indirect: See Footnote)→ Class A Common Shares (1 underlying)
Footnotes (11)
- [F1]On June 12, 2014, 2,311,798 Class B Common Shares were converted into 2,311,798 Class A Common Shares at the holder's election for no additional consideration. All 2,311,798 Class B Common Shares were held of record by Hicks, Muse, Tate & Furst Equity Fund III, L.P., a Delaware limited partnership ("Fund III"). All 2,311,798 Class A Common Shares are held of record by Fund III.
- [F10]All 181,556 Class B Common Shares are held of record by HM3 Coinvestors.
- [F11]Each Class C Common Share converts automatically, for no additional consideration, into a Class A Common Share upon conversion of a majority of the Class B Common Shares.
- [F2]HM3/GP Partners, L.P., a Texas limited partnership ("HM3/GP Partners"), is the sole general partner of Fund III. Hicks Muse GP Partners III, L.P., a Texas limited partnership ("GP Partners III"), is the sole general partner of HM3/GP Partners and HM3 Coinvestors, L.P. ("HM3 Coinvestors"). Hicks Muse Fund III Incorporated, a Texas corporation ("Fund III Incorporated"), is the sole general partner of GP Partners III. HM3/GP Partners may be deemed to beneficially own all of the securities that are held directly by Fund III, and GP Partners III and Fund III Incorporated may be deemed to beneficially own all of the securities held directly by Fund III and HM3 Coinvestors. Each of HM3/GP Partners, GP Partners III and Fund III Incorporated disclaim beneficial ownership of such securities except to the extent of any of their respective pecuniary interest therein.
- [F3]On June 12, 2014, 30,231 Class B Common Shares were converted into 30,231 Class A Common Shares at the holder's election for no additional consideration. All 30,231 Class B Common Shares were held of record by HM3 Coinvestors. All 30,231 Class A Common Shares are held of record by HM3 Coinvestors.
- [F4]Of the 2,342,029 Class A Common Shares, (a) 2,311,798 shares are held of record by Fund III and (b) 30,231 shares are held of record by HM3 Coinvestors.
- [F5]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.
- [F6]All 30,231 Class A Common Shares are held of record by HM3 Coinvestors.
- [F7]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.
- [F8]Of the 14,095,600 Class B Common Shares, (a) 13,883,813 shares are held of record by Fund III and (b) 211,787 shares are held of record by HM3 Coinvestors.
- [F9]Of the 14,065,369 Class B Common Shares, (a) 13,883,813 shares are held of record by Fund III and (b) 181,556 shares are held of record by HM3 Coinvestors.
Issuer
LIN Media LLC
CIK 0001575571
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001575571
Filing Metadata
- Form type
- 4
- Filed
- Dec 22, 7:00 PM ET
- Accepted
- Dec 23, 5:20 PM ET
- Size
- 38.7 KB