Sec Form 4 Filing - Carington Andrew C. @ MEDIA GENERAL INC - 2017-01-17

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
Carington Andrew C.
2. Issuer Name and Ticker or Trading Symbol
MEDIA GENERAL INC [ MEG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP, GC and Secretary
(Last) (First) (Middle)
333 EAST FRANKLIN STREET
3. Date of Earliest Transaction (MM/DD/YY)
01/17/2017
(Street)
RICHMOND, VA23219
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 (no par value) 01/17/2017 D 10,978 D 0 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
Employee Stock Option (right to buy) $ 20.3 01/17/2017 D 4,000 ( 3 ) 01/29/2018 Voting Common Stock (no par value) 4,000 ( 1 ) ( 2 ) 0 D
Employee Stock Option (right to buy) $ 2.16 01/17/2017 D 3,000 ( 3 ) 01/29/2019 Voting Common Stock (no par value) 3,000 ( 1 ) ( 2 ) 0 D
Employee Stock Option (right to buy) $ 8.9 01/17/2017 D 4,300 ( 3 ) 01/28/2020 Voting Common Stock (no par value) 4,300 ( 1 ) ( 2 ) 0 D
Employee Stock Option (right to buy) $ 5.2 01/17/2017 D 3,200 ( 3 ) 01/27/2021 Voting Common Stock (no par value) 3,200 ( 1 ) ( 2 ) 0 D
Employee Stock Option (right to buy) $ 4.98 01/17/2017 D 5,500 ( 3 ) 01/26/2022 Voting Common Stock (no par value) 5,500 ( 1 ) ( 2 ) 0 D
Employee Stock Option (right to buy) $ 4.26 01/17/2017 D 8,500 ( 3 ) 01/31/2023 Voting Common Stock (no par value) 8,500 ( 1 ) ( 2 ) 0 D
Performance-Based Restricted Stock Units $ 0 01/17/2017 D 15,130 ( 4 ) ( 4 ) Voting Common Stock (no par value) 15,130 ( 1 ) ( 2 ) 0 D
Time-Based Restricted Stock Units $ 0 01/17/2017 D 5,043 ( 5 ) ( 5 ) Voting Common Stock (no par value) 5,043 ( 1 ) ( 2 ) 0 D
Phantom Stock $ 0 01/17/2017 D 1,560.795 ( 6 ) ( 6 ) Voting Common Stock (no par value) 1,560.795 ( 1 ) ( 2 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Carington Andrew C.
333 EAST FRANKLIN STREET
RICHMOND, VA23219
VP, GC and Secretary
Signatures
/s/ Andrew C. Carington, by Timothy J. Mulvaney, Attorney-in-fact 01/17/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On January 17, 2017, Media General, Inc. ("Media General") and Nexstar Broadcasting Group, Inc. ("Nexstar") consummated a business transaction (the "Merger") which resulted in Media General merging with a wholly owned subsidiary of Nexstar and Media General ultimately surviving as a wholly owned subsidiary of Nexstar. Pursuant to the Merger, each outstanding share of voting common stock, no par value per share, of Media General (the "Voting Common Stock"), was converted into the right to receive (x) $10.55 in cash, without interest, (y) one contractual contingent value right to be issued by Nexstar (a "CVR") and (z) 0.1249 of a share of Nexstar Class A common stock (together, the "Merger Consideration").
( 2 )Each equity and equity-based award (other than stock options) granted pursuant to Media General's plans that was outstanding immediately prior to the Merger was cancelled and converted into the right to receive the Merger Consideration with respect to each share of Voting Common Stock underlying such award. Each stock option granted pursuant to Media General's plans that was outstanding immediately prior to the Merger was converted into the right to receive, with respect to each share of Voting Common Stock underlying such option, (i) an option to acquire shares of Nexstar Class A common stock (with the number of shares and the per-share exercise price being determined in accordance with the exchange ratio set forth in the merger agreement) and (ii) a CVR.
( 3 )These options were granted under the Media General Amended and Restated Long-Term Incentive Plan and were fully exercisable.
( 4 )Of these 15,130 Performance-Based Restricted Stock Units granted under the Media General Amended and Restated Long-Term Incentive Plan, 5,043 and 10,087 were scheduled to vest on February 26, 2017 and February 26, 2018, respectively, contingent upon achievement of performance metrics designated by the Compensation Committee of the Board of Directors at the beginning of each year.
( 5 )Of these 5,043 Time-Based Restricted Stock Units granted under the Media General Amended and Restated Long-Term Incentive Plan, 1,681 and 3,362 were scheduled to vest on February 26, 2017 and February 26, 2018, respectively.
( 6 )These units of Phantom Stock were acquired under Media General's supplemental 401(k) deferred compensation plan. Each unit was the economic equivalent of one share of Voting Common Stock. Units were payable in cash following the termination of the reporting person's employment.

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