Sec Form 4 Filing - Oaktree Capital Group Holdings GP, LLC @ TRIBUNE MEDIA CO - 2017-09-05

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 Oaktree Capital Group Holdings GP, LLC 2. Issuer Name and Ticker or Trading Symbol TRIBUNE MEDIA CO [ TRCO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O OAKTREE CAPITAL MANAGEMENT, L.P., 333 SOUTH GRAND AVENUE, 28TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/05/2017 (Street) LOS ANGELES, CA90071 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 09/05/2017 09/05/2017 A 24 ( 1 ) A $ 0 14,189,205 ( 2 ) I See Footnotes ( 3 ) ( 4 ) ( 5 ) ( 6 )

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 Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Oaktree Capital Group Holdings GP, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA90071 X X Signatures See signature included in Exhibit 99.1 09/07/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the accrual of 24.6183 dividend equivalent share units automatically reinvested under the terms of the previously disclosed grant of 3,908 restricted stock units ("RSUs") (including previous automatic reinvestments) with respect to the Issuer's Class A common stock, par value $0.001 per share (the "Common Stock") granted in respect of Mr. Karsh's service as a director of Tribune Media Co. (the "Company") pursuant to the Tribune Company 2013 Equity Incentive Plan (the "Plan"). ( 2 )In addition to the Common Stock reported in Table 1, includes 14,145,447 shares of Common Stock directly held by Oaktree Tribune, L.P., an affiliate of the Reporting Person, and (i) 36,514 shares of Common Stock and (ii) 7,195 RSUs, which vest by their terms on January 1, 2018, all directly held by OCM FIE. ( 3 )This Form 4 is being filed with respect to certain Common Stock directly held by OCM FIE and Oaktree Tribune, L.P. Oaktree Capital Group Holdings, L.P. ("OCGH") may be deemed to indirectly control OCM FIE and decisions with respect to the voting and disposition of Common Stock held by OCM FIE. The general partner of Oaktree Tribune, L.P. is Oaktree AIF Investments, L.P. ("AIF Investments"). The general partner of AIF Investments is Oaktree AIF Holdings, Inc. ("AIF Holdings"). The holder of all of the voting shares of AIF Holdings is OCGH. The general partner of OCGH is the Reporting Person. (cont'd in FN 4) ( 4 )(cont'd from FN 3) The media company business of the Reporting Person is managed by a media company committee of the Reporting Person, which controls the decisions of the Reporting Person with respect to the vote and disposition of the Common Stock held by Oaktree Tribune, L.P. The members of such committee are Howard S. Marks, Bruce A. Karsh, John B. Frank, David M. Kirchheimer and Stephen A. Kaplan. ( 5 )The Reporting Person may be deemed a director by deputization by virtue of its designation of Mr. Karsh to serve on the Company's board of directors on December 31, 2012 and its designation of Mr. Kreger to serve on the Company's board of directors on May 20, 2015. ( 6 )The Reporting Person and any other directors, shareholders, general partners, managing members, managers and members described above disclaims beneficial ownership of any shares of Common Stock and restricted stock units owned beneficially or of record by Oaktree Tribune, L.P. or OCM FIE, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this Form 4 shall not be deemed an admission that the Reporting Person has beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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