Sec Form 4 Filing - Chandler Trust No. 1 @ TRIBUNE CO - 2007-06-04

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 Chandler Trust No. 1 2. Issuer Name and Ticker or Trading Symbol TRIBUNE CO [ TRB] 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) 350 WEST COLORADO BOULEVARD, SUITE 230 3. Date of Earliest Transaction (MM/DD/YY) 06/04/2007 (Street) PASADENA, CA91105 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 (4) 06/04/2007( 1 ) S( 1 ) 13,205,287 D $ 34 9,676,303 D Common Stock (5) 06/04/2007( 2 ) S( 2 ) 14,569,101 D $ 34 10,675,650 D Common Stock (4) 06/04/2007( 3 ) 06/07/2007 S( 3 ) 9,676,303 D $ 31.19 0 D Common Stock (5) 06/04/2007( 3 ) 06/07/2007 S( 3 ) 10,675,650 D $ 31.19 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 Secur ities 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 Chandler Trust No. 1 350 WEST COLORADO BOULEVARD SUITE 230 PASADENA, CA91105 X Chandler Trust No. 2 350 WEST COLORADO BOULEVARD SUITE 230 PASADENA, CA91105 X Signatures Susan Babcock 06/04/2007 Signature of Reporting Person Date Jeffrey Chandler 06/04/2007 Signature of Reporting Person Date Camilla Chandler Frost 06/04/2007 Signature of Reporting Person Date Roger Goodan 06/04/2007 Signature of Reporting Person Date William Stinehart, Jr. 06/04/2007 Signature of Reporting Person Date Judy C. Webb 06/04/2007 Signature of Reporting Person Date Warren B. Williamson 06/04/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transaction was the tender of all of the 22,881,590 shares of Issuer Common Stock beneficially owned by Chandler Trust No. 1 pursuant to a Tender Offer by the Issuer which expired on May 24, 2007. On May 31, 2007, the Issuer announced that it would purchase 126,000,000 shares of Issuer Common Stock by applying a proration factor of 0.5771140650 to the tendered shares, resulting in the acceptance for payment by the Issuer of 13,205,287 shares of Issuer Common Stock that Chandler Trust No. 1 beneficially owned. ( 2 )The transaction was the tender of all of the 25,244,751 shares of Issuer Common Stock beneficially owned by the Chandler Sub-Trusts pursuant to a Tender Offer by the Issuer which expired on May 24, 2007. On May 31, 2007, the Issuer announced that it would purchase 126,000,000 shares of Issuer Common Stock by applying a proration factor of 0.5771140650 to the tendered shares, resulting in the acceptance for payment by the Issuer of 14,569,101 shares of Issuer Common Stock that the Chandler Sub-Trusts beneficially owned. ( 3 )On June 4, 2007, Chandler Trust No. 1 and the Chandler Sub-Trusts entered into an Underwriting Agreement with Goldman, Sachs & Co. and the Tribune Company, pursuant to which they agreed to sell an aggregate of 20,351,954 shares of Common Stock to Goldman, Sachs & Co. at a price of $31.19 per share. Following this transaction's closing on June 7, 2007, the Chandler Trusts will not own any shares of Tribune Company's Common Stock.

Remarks: (4) These securities are owned by Chandler Trust No. 1, Chandler Trust No. 2, and the Chandler Sub-Trusts (as defined below), who are members of a "group" for purposes of Section 13(d) of the Exchange Act (together, the "Chandler Trusts.")(5) These securities are owned solely by the Chandler Sub-Trusts. The Chandler Sub-Trusts are members of a "group" with Chandler Trust No. 1 and Chandler Trust No. 2 for purposes of Section 13(d) of the Exchange Act. The 19 subtrusts are as follows: Philip Chandler Residuary Trust No. 2, May C. Goodan Trust No. 2, Ruth C. Von Platen Trust No. 2, Dorothy B. Chandler Marital Trust No. 2, Dorothy B. Chandler Residuary Trust No. 2, HOC Trust No. 2 FBO Scott Haskins, HOC Trust No. 2 FBO John Haskins, HOC Trust No. 2 FBO Eliza Haskins, HOC GST Exempt Trust No. 2. FBO Scott Haskins, HOC GST Exempt Trust No. 2. FBO John Haskins, HOC GST Exempt Trust No. 2. FBO Eliza Haskins, Alberta W. Chandler Marital Trust No. 2, Earl E. Crowe Trust No. 2, Patricia Crowe Warren Residuary Trust No. 2, Helen Garland Trust No. 2 (For Gwendolyn Garland Babcock), Helen Garland Trust No. 2 (For William M. Garland III), Helen Garland Trust No. 2 (For Hillary Duque Garland), Garland Foundation Trust No. 2 and Marian Otis Chandler Trust No. 2 (collectively, the "Chandler Sub-Trusts").

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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