Sec Form 4 Filing - TRIBUNE MEDIA CO @ Tribune Publishing Co - 2014-08-04

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 TRIBUNE MEDIA CO 2. Issuer Name and Ticker or Trading Symbol Tribune Publishing Co [ TPUB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 435 NORTH MICHIGAN AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 08/04/2014 (Street) CHICAGO, IL60611 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 Common Stock 08/04/2014 J( 1 )( 2 ) 25,423,517 A 25,423,617 D Common Stock 08/04/2014 J( 1 )( 2 ) 25,042,263 D 381,354 D

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 Owner Name / Address Reporting Owners Relationships Director 10% Owner Officer Other TRIBUNE MEDIA CO 435 NORTH MICHIGAN AVENUE CHICAGO, IL60611 X Signatures /s/ Tribune Media Company, Edward P. Lazarus, EVP, General Counsel & Secretary 08/06/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transactions reported on this Form relate to the separation of the Issuer from the Reporting Person, which occurred on August 4, 2014, pursuant to the Separation and Distribution Agreement, dated as of August 3, 2014, between the Reporting Person and the Issuer (the "Distribution Agreement"). (Footnote continued below) ( 2 )(Continued) Pursuant to the terms of the Distribution Agreement, (i) the Reporting Person contributed all of its assets, liabilities and businesses primarily related to the Reporting Person's publishing operations, other than owned real estate, to the Issuer, and (ii) in exchange, the Issuer issued 25,423,517 shares of the Issuer's common stock and made a special payment to the Reporting Person of $275 million. Following receipt of those shares, the Reporting Person distributed 25,042,263 shares of the Issuer's common stock to the Reporting Person's stockholders and holders of warrants to purchase the Reporting Person's common stock, on a pro rata basis of 0.25 of a share of the Issuer's common stock for every share of the Reporting Person's common stock and warrant, respectively, owned at 5:00 p.m., New York time, on July 28, 2014, the record date for the distribution of these shares.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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