Nexstar Broadcasting Group, Inc.
545 E. John Carpenter Freeway, Suite 700
Roystone
Capital Management LP
767 Third Avenue, 6th Floor
New York, NY 10017
Delaware
Limited Partnership
Roystone Capital Master Fund Ltd.
c/o
Northern Trust Global Fund Services Cayman Limited
94 Solaris Bay P.O. Box 1348
Grand Cayman
KY1-1108
Cayman Islands
Cayman
Islands Exempted Company
Rich
Barrera
c/o
Roystone Capital Management LP
767 Third Avenue, 6th Floor
New York, NY 10017
United
States Citizen
| | (d) Title of Class of Securities |
Class
A Common Stock
65336K103
CUSIP No. 65336K103
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SCHEDULE 13G
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Page 6
of 9 Pages
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Item 3. If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) |
¨ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
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(b) |
¨ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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(e) |
o |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
¨ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
¨ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
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(k) |
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A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: |
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CUSIP
No. 65336K103
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SCHEDULE 13G
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Page
7 of 9 Pages
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Item
4. Ownership
Provide the following information
regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
1,863,000 shares of Class A Common Stock of Nexstar Broadcasting Group, Inc. are owned, in the aggregate, by various
investment vehicles managed by Roystone Capital Management LP ("Roystone") of which 1,653,420 shares are owned by Roystone
Capital Master Fund Ltd. Because Rich Barrera, in his capacity as the Managing Member of Roystone, has voting or dispositive
power over all shares beneficially owned by Roystone, he is deemed to have beneficial ownership of all such shares so
reported herein.
While the
advisory relationship causes attribution to Rich Barrera, Roystone Capital Master Fund Ltd. or Roystone of certain indicia
of beneficial ownership for the limited purpose of this Schedule 13G, Mr. Barrera, Roystone Capital Master Fund Ltd. and Roystone
hereby disclaim ownership of these shares for purposes of interpretations under the Internal Revenue Code of 1986, as amended,
or for any other purpose, except to the extent of their pecuniary interest.
Roystone
Capital Management LP
(a)
Amount beneficially owned: 1,863,000
(b) Percent of class: 6.03%
(c) Number of shares as to which
the person has:
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: 1,863,000
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv) Shared power to dispose
or to direct the disposition of: 1,863,000
Roystone
Capital Master Fund Ltd.
(a)
Amount beneficially owned: 1,653,420
(b)
Percent of class: 5.35%
(c) Number of shares as to which
the person has:
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: 1,653,420
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv) Shared power to dispose
or to direct the disposition of: 1,653,420
Rich Barrera
(a)
Amount beneficially owned: 1,863,000
(b) Percent of class: 6.03%
(c) Number of shares as to which
the person has:
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: 1,863,000
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv) Shared power to dispose
or to direct the disposition of: 1,863,000
Item
5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following [ ].
Item
6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable
Item
7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent
Holding Company or Control Person
Not Applicable
Item
8. Identification and Classification of Members of the Group
Not Applicable
Item
9. Notice of Dissolution of Group
Not Applicable
Item
10. Certification
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or
effect.
* The Reporting
Persons disclaim beneficial ownership in the securities reported herein, except to the extent of his or its pecuniary
interest therein.
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned
and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained
therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to
the extent that he or it knows or has reason to believe that such information is inaccurate.