Sec Form 4 Filing - Cherniss Matthew @ TRIBUNE MEDIA CO - 2017-03-01

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 Cherniss Matthew 2. Issuer Name and Ticker or Trading Symbol TRIBUNE MEDIA CO [ TRCO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Pres. and Gen. Mgr., WGN Amer. (Last) (First) (Middle) C/O TRIBUNE MEDIA COMPANY, 685 THIRD AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2017 (Street) NEW YORK, NY10017 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 03/01/2017 M 4,753 A 8,719 D Class A Common Stock 03/01/2017 F 1,786 D $ 37.38 6,933 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 Restricted Stock Units ( 1 ) 03/01/2017 M 4,753.8637 ( 2 ) ( 2 ) Class A Common Stock 4,753 $ 0 27,572.2117 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cherniss Matthew C/O TRIBUNE MEDIA COMPANY 685 THIRD AVENUE NEW YORK, NY10017 Pres. and Gen. Mgr., WGN Amer. Signatures /s/ J. Jess Yeo, Attorney-in-Fact for Matthew Cherniss 03/03/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted Stock Units ("RSUs") convert into shares of Class A Common Stock upon vesting on a one-for-one basis. ( 2 )On June 20, 2013 and February 11, 2014 the Reporting Person was granted awards of 3,536 and 11,556 RSUs, respectively, as adjusted for the Company's August 2014 spin-off and April 2015 and February 2017 special dividends. Of these, 1,113 and 3,640, respectively, vested on March 1, 2017, including 48 and 159 shares distributed in respect of dividend equivalent rights granted in respect of the awards. On the vesting date, cash in lieu of .6966 and .1671 fractional shares, respectively, was also credited to the Reporting Person.

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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