Sec Form 4 Filing - Ito Joichi @ NEW YORK TIMES CO - 2017-04-19

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
Ito Joichi
2. Issuer Name and Ticker or Trading Symbol
NEW YORK TIMES CO [ NYT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
THE NEW YORK TIMES COMPANY, 620 EIGHTH AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
04/19/2017
(Street)
NEW YORK, NY10018
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 ( 1 ) 04/19/2017 A 6,843 A $ 0 23,905 D
Class A Common Stock ( 2 ) 04/20/2017 A 37 A $ 0 23,942 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
Phantom Stock Unit ( 3 ) 04/19/2017 A 132.9821 ( 3 ) ( 3 ) Class A Common Stock 132.9821 ( 3 ) 16,092.3929 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ito Joichi
THE NEW YORK TIMES COMPANY
620 EIGHTH AVENUE
NEW YORK, NY10018
X
Signatures
/s/ Diane Brayton, Attorney-in-fact for Joichi Ito 04/21/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Consists of a grant of stock-settled restricted stock units under The New York Times Company 2010 Incentive Compensation Plan. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock and vests on the date of the following Annual Meeting of Stockholders. Vested shares will be delivered within 90 days following the cessation of the reporting person's membership on the Board of Directors.
( 2 )Restricted Stock Units ("RSUs") acquired in respect of previously reported RSUs awarded under The New York Times Company 2010 Incentive Compensation Plan in connection with, and with a value equal to, cash dividends paid on The New York Times Company's Class A Common Stock ("Dividend Equivalent RSUs"). Dividend Equivalent RSUs granted in respect of vested RSUs are fully vested at grant. Dividend Equivalent RSUs granted in respect of unvested RSUs will vest on the date that such unvested RSUs vest, which is the date of the Company's first annual meeting following the initial grant.
( 3 )Phantom stock units credited to the reporting person's account in respect of dividend equivalent payments and accumulated interest on previously granted phantom stock units. Each phantom stock unit was credited to the reporting person's account under The New York Times Company Non-Employee Directors Deferral Plan, on April 19, 2017, based on the average closing price of a share of Class A Common Stock for the 30 trading days prior to the date of credit. Distribution in cash is generally made following the cessation of the reporting person's membership on the Board of Directors. This transaction involved a derivative security that does not have an exercise date or an expiration date.

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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