Sec Form 4 Filing - Oaktree Tribune, L.P. @ TRIBUNE MEDIA CO - 2015-04-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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1. Name and Address of Reporting Person Oaktree Tribune, L.P. 2. Issuer Name and Ticker or Trading Symbol TRIBUNE MEDIA CO [ TRCO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O OAKTREE CAPITAL MANAGEMENT, L.P., 333 S. GRAND AVENUE, 28TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 04/28/2015 (Street) LOS ANGELES, CA90071 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 04/28/2015 S 4,620,037 ( 1 ) D $ 54.04 ( 1 ) 14,173,839 ( 2 ) I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Oaktree Tribune, L.P. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 S. GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA90071 X X Oaktree AIF Investments, L.P. 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES, CA90071 X X Oaktree AIF Holdings, Inc. 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES, CA90071 X X Oaktree Capital Group Holdings, L.P. 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES, CA90071 X X Oaktree Capital Group Holdings GP, LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES, CA90071 X X Signatures See signatures included in Exhibit 99.1 04/30/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 28, 2015, Oaktree Tribune, L.P. sold 4,620,037 shares of common stock, par value $0.001 per share (the "Common Stock") of Tribune Media Co. (the "Company") in an underwritten offering for $56.00 per share, less $1.96 per share of underwriter discounts and commissions. ( 2 )Includes 14,145,447 shares of Common Stock directly held by Oaktree Tribune, L.P., an affiliate of the Reporting Person (as described below), and 25,046 shares of Common Stock and 3,346 restricted share units, which vest by their terms on January 1, 2016, each directly held by OCM FIE, LLC ("FIE"), an affiliate of the Reporting Persons (as defined below). ( 3 )This Form 4 is being filed with respect to certain shares of Common Stock directly held by Oaktree Tribune, L.P. The general partner of Oaktree Tribune, L.P. is Oaktree AIF Investments, L.P. ("AIF Investments"). The general partner of AIF Investments is Oaktree AIF Holdings, Inc. ("AIF Holdings"). The holder of all of the voting shares of AIF Holdings is Oaktree Capital Group Holdings, L.P. ("OCGH"). The general partner of OCGH is Oaktree Capital Group Holdings GP, LLC ("OCGH GP") (together with Oaktree Tribune, L.P., AIF Investments, AIF Holdings and OCGH, collectively, the "Reporting Persons," and each individually, a "Reporting Person"). (cont'd in FN 4) ( 4 )(cont'd from FN 3) OCGH GP may be deemed to indirectly control FIE and decisions with respect to the voting and disposition of Common Stock held by FIE. The media company business of OCGH GP is managed by a media company committee of OCGH GP, which controls the decisions of OCGH GP with respect to the vote and disposition of the Common Stock held by Oaktree Tribune, L.P. The members of such committee are Howard S. Marks, Bruce A. Karsh, John B. Frank, David M. Kirchheimer and Stephen A. Kaplan. ( 5 )The Reporting Persons may be deemed directors by deputization by virtue of their right to designate two representatives to be nominated by the Issuer to serve on the Issuer's board of directors. Bruce Karsh and Kenneth Liang were both designated to serve on the Issuer's board of directors on December 31, 2012. ( 6 )Each of the Reporting Persons and any other directors, shareholders, general partners, managing members, managers and members described above disclaims beneficial ownership of any shares of Common Stock owned beneficially or of record by Oaktree Tribune, L.P. or FIE, except to the extent of their respective pecuniary interest therein, and the inclusion of these securities in this Form 4 shall not be deemed an admission that any such person has beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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