Sec Form 4 Filing - Litman Brian @ TRIBUNE MEDIA CO - 2019-02-14

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
Litman Brian
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)
SVP, Controller & CAO
(Last) (First) (Middle)
C/O TRIBUNE MEDIA COMPANY, 515 N. STATE STREET, SUITE 2400
3. Date of Earliest Transaction (MM/DD/YY)
02/14/2019
(Street)
CHICAGO, IL60654
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 02/14/2019 M 960 A 8,903 D
Class A Common Stock 02/14/2019 F 273 D $ 46.29 8,630 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 ) 02/14/2019 M 960.5294 ( 2 ) ( 2 ) Class A Common Stock 960 $ 0 11,039.9036 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Litman Brian
C/O TRIBUNE MEDIA COMPANY
515 N. STATE STREET, SUITE 2400
CHICAGO, IL60654
SVP, Controller & CAO
Signatures
/s/ Erin Conroy, Attorney-in-Fact for Brian Litman 02/19/2019
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 February 14, 2017, the Reporting Person was granted an award of 3,652 RSUs. Of these, 960 vested on February 14, 2019, including 47 shares distributed in respect of dividend equivalent rights granted in respect of the awards. On the vesting date, cash in lieu of .5294 fractional shares 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).
** 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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