Sec Form 4 Filing - MUSE JOHN R @ MEDIA GENERAL INC - 2017-01-17

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 MUSE JOHN R 2. Issuer Name and Ticker or Trading Symbol MEDIA GENERAL INC [ NYSE: MEG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former Director (Last) (First) (Middle) 2100 MCKINNEY AVENUE, SUITE 1600 3. Date of Earliest Transaction (MM/DD/YY) 01/17/2017 (Street) DALLAS, TX75201 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 Voting Common Stock 01/17/2017 U( 1 ) 45,726 D 0 D Voting Common Stock 01/17/2017 U( 1 ) 8,002,927 D 0 I See Footnotes ( 2 ) ( 3 ) ( 4 )

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 Deferred Stock Unit ( 5 ) 01/17/2017 U 13,908 ( 5 ) ( 5 ) Voting Common Stock (no par value) 13,908 ( 5 ) 0 D Voting Common Stock Option ( 6 ) 01/17/2017 U 73,570 09/18/2015 09/18/2022 Voting Common Stock 73,570 ( 6 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MUSE JOHN R 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS, TX75201 Former Director Signatures /s/ William G. Neisel, attorney-in-fact 01/19/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of the issuer's Voting Common Stock was disposed of pursuant to a merger agreement (the "Merger Agreement"), dated January 27, 2016, among the issuer, Nexstar Broadcasting Group, Inc. ("Nexstar") and a wholly owned subsidiary of Nexstar in exchange for (a) $10.55 in cash, (b) 0.1249 shares of Nexstar Class A Common Stock ("Nexstar Common Stock") and (c) certain contingent value rights (together, the "Merger Consideration"), in each case, upon the terms and subject to the conditions set forth in the Merger Agreement. ( 2 )Of the 8,002,927 shares of Voting Common Stock disposed of, (a) 479 shares were directly owned by Muse Family Enterprises, Ltd., a Texas limited partnership ("MFE"), (b) 3,444 shares were directly owned by JRM Interim Investors, L.P., a Texas limited partnership ("JRM"), (c) 6,190,117 shares were directly owned by Hicks, Muse, Tate & Furst Equity Fund III, L.P., a Delaware limited partnership ("Fund III"), (d) 80,946 shares were directly owned by HM3 Coinvestors, L.P., a Texas limited partnership ("HM3 Coinvestors"), (e) 1,602,797 shares were directly owned by Hicks, Muse, Tate & Furst Equity Fund IV, L.P., a Delaware limited partnership ("Fund IV"), (f) 10,781 shares were directly owned by Hicks, Muse, Tate & Furst Private Equity Fund IV, L.P., a Delaware limited partnership ("Private Fund IV"), (g) 24,873 shares were directly owned by HM4-EQ Coinvestors, L.P., a Texas limited partnership ("HM4-EQ Coinvestors"), (Continued in footnote 3) ( 3 )(h) 86,115 shares were directly owned by Hicks, Muse & Co. Partners, L.P., a Texas limited partnership ("HM&Co."), and (i) 3,375 shares were directly owned by HM Capital Partners I LP, a Delaware limited partnership ("HMCP I"). ( 4 )MFE and JRM are both indirectly beneficially owned by Mr. Muse. Mr. Muse is an executive officer of the ultimate general partner of each of Fund III, HM3 Coinvestors, Fund IV, Private Fund IV, HM4-EQ Coinvestors, HM&Co. and HMCP I. In addition, Mr. Muse is a voting member of a two-person committee that exercises voting and dispositive power over the issuer's securities held by the ultimate general partner of each of Fund III, HM3 Coinvestors, Fund IV, Private Fund IV, HM4-EQ Coinvestors, HM&Co. and HMCP I. Accordingly, Mr. Muse may be deemed to beneficially own all of the issuer's securities held directly by Fund III, HM3 Coinvestors, Private Fund IV, Fund IV, HM4-EQ Coinvestors, HM&Co. and HMCP I. However, Mr. Muse disclaims beneficial ownership of the issuer's securities held by MFE, JRM, Fund III, HM3 Coinvestors, Fund IV, Private Fund IV, HM4-EQ Coinvestors, HM&Co. and HMCP I except to the extent of his pecuniary interest therein. ( 5 )Deferred stock units, granted under the issuer's Directors' Deferred Compensation Plan (the "Plan"). Pursuant to the Merger Agreement, each deferred stock unit was canceled and converted into the right to receive, at the time provided for payment or settlement of the award pursuant to the terms of the Plan, the Merger Consideration. ( 6 )Pursuant to the Merger Agreement, the Voting Common Stock Option was assumed by Nexstar and became an option to purchase, on the same terms and conditions (other than vesting terms) as applied to the Voting Common Stock Option immediately prior to the Merger, 21,578 shares of Nexstar Common Stock at an exercise price of $9.82 per share.

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