Sec Form 4 Filing - Harvey Gavin William @ TRIBUNE MEDIA CO - 2019-09-19

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 Harvey Gavin William 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., WGNA & Trib. Studios (Last) (First) (Middle) C/O TRIBUNE MEDIA COMPANY, 515 N. STATE STREET, SUITE 2400 3. Date of Earliest Transaction (MM/DD/YY) 09/19/2019 (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 09/19/2019 D 2,663 ( 1 ) D $ 46.6874 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 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 ( 2 ) 09/19/2019 D 20,104.4303 ( 3 ) ( 3 ) Class A Common Stock 20,104 $ 46.6874 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Harvey Gavin William C/O TRIBUNE MEDIA COMPANY 515 N. STATE STREET, SUITE 2400 CHICAGO, IL60654 Pres., WGNA & Trib. Studios Signatures /s/ Erin Conroy, Attorney-in-Fact for Gavin W. Harvey 09/20/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of for $46.687397 per share pursuant to the terms of that certain Agreement and Plan of Merger, dated as of November 30, 2018, by and among Tribune Media Company, Nextar Media Group, Inc. and Titan Merger Sub, Inc. (the "Merger Agreement"). All terms capitalized but not defined shall have the respective meanings given to them in the Merger Agreement. ( 2 )Restricted Stock Units ("RSUs") convert into shares of Class A Common Stock upon vesting on a one-for-one basis. ( 3 )Pursuant to the terms of the Merger Agreement, each RSU, whether or not vested, immediately vested and was cancelled and converted into the right to receive a cash payment equal to the product of the total number of shares of Company Stock underlying such RSUs multiplied by the Merger Consideration (the "RSU Consideration"), except that RSUs granted on or after December 1, 2018 (other than RSUs required to be granted pursuant to employment agreements or offer letters) that were unvested as of the effective time of the Merger immediately vested in part on a prorated basis and were cancelled and converted into the right to receive the RSU Consideration on a prorated basis.

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