Sec Form 4 Filing - SOOK PERRY A @ NEXSTAR MEDIA GROUP, INC. - 2019-03-15

Insider filing report for Changes in Beneficial Ownership
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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
SOOK PERRY A
2. Issuer Name and Ticker or Trading Symbol
NEXSTAR MEDIA GROUP, INC. [ NXST]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO & President
(Last) (First) (Middle)
C/O NEXSTAR MEDIA GROUP, INC., 545 E. JOHN CARPENTER FREEWAY, SUITE 700
3. Date of Earliest Transaction (MM/DD/YY)
03/15/2019
(Street)
IRVING, TX75062
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 03/15/2019 M 25,000 A 1,152,303 I See Footnote ( 2 )
Class A Common Stock 03/15/2019 F 9,838 D $ 106.59 1,142,465 I See Footnote ( 2 )
Class A Common Stock 03/15/2019 M 25,000 A 1,167,465 I See Footnote ( 2 )
Class A Common Stock 03/15/2019 F 9,838 D $ 106.59 1,157,627 I See Footnote ( 2 )
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
Restricted Stock Units ( 1 ) 03/15/2019 M 25,000 ( 3 ) ( 3 ) Class A Common Stock 25,000 $ 0 1,520,834 D
Restricted Stock Units ( 1 ) 03/15/2019 M 25,000 ( 4 ) ( 4 ) Class A Common Stock 25,000 $ 0 1,495,834 D
Reporting Owners
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, TX75062
X CEO & President
Signatures
/s/ Mark Hoyla, Attorney-in-Fact for Perry A. Sook 03/19/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As restricted stock units vest, they are converted into shares of Class A Common Stock on a one-for-one basis at the vesting date.
( 2 )The shares are held by PS Sook Ltd., for which Mr. Sook and his spouse are the beneficial owners.
( 3 )75,000 Restricted stock units awarded on March 15, 2018. 25,000 restricted stock units vest at each anniversary of the award through March 15, 2021.
( 4 )75,000 performance-based restricted stock units (PSUs) were awarded on March 15, 2018. 25,000 restricted stock units vest at each anniversary of the award through March 15, 2021, subject to the achievement of pre-established company performance metrics. For the 25,000 PSUs that were scheduled to vest on March 15, 2019, the Compensation Committee of Nexstar's Board of Directors performed an assessment and determined that the conditions were satisfied, thus, the 25,000 PSUs vested in full on March 15, 2019.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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