Statement of Ownership (sc 13g)
February 15 2018 - 6:05AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2(b)
(Amendment
No.)
Nexstar
Media Group, Inc.
|
(Name
of Issuer)
|
|
|
Common
Stock
|
(Title
of Class of Securities)
|
|
|
65336K103
|
(CUSIP
Number)
|
|
|
December
31, 2017
|
(Date
of Event Which Requires Filing of this Statement)
|
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
[x]
Rule 13d-1(b)
[
] Rule 13d-1(c)
[_]
Rule 13d-1(d)
The
information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
1.
|
NAME
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
Hound
Partners, LLC
|
|
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) [_]
|
|
|
(b) [X]
|
|
|
|
3.
|
SEC
USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Delaware
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
|
|
5.
|
SOLE
VOTING POWER
|
|
|
|
|
|
0
|
|
|
|
|
6.
|
SHARED
VOTING POWER
|
|
|
|
|
|
3,653,653
|
|
|
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
8.
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
3,653,653
|
|
|
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
3,653,653
|
|
|
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE
INSTRUCTIONS)
|
[_]
|
|
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
8.02%
|
|
|
|
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
OO
|
|
1.
|
NAME
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
Hound
Performance, LLC
|
|
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) [_]
|
|
|
(b) [X]
|
|
|
|
3.
|
SEC
USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Delaware
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
|
|
5.
|
SOLE
VOTING POWER
|
|
|
|
|
|
0
|
|
|
|
|
6.
|
SHARED
VOTING POWER
|
|
|
|
|
|
3,576,843
|
|
|
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
8.
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
3,576,843
|
|
|
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
3,576,843
|
|
|
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE
INSTRUCTIONS)
|
[_]
|
|
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
7.85%
|
|
|
|
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
OO
|
|
1.
|
NAME
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
Jonathan
Auerbach*
|
|
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) [_]
|
|
|
(b) [X]
|
|
|
|
3.
|
SEC
USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
|
|
United
States
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
|
|
5.
|
SOLE
VOTING POWER
|
|
|
|
|
|
0
|
|
|
|
|
6.
|
SHARED
VOTING POWER
|
|
|
|
|
|
3,653,653
|
|
|
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
8.
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
3,653,653
|
|
|
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
3,653,653
|
|
|
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE
INSTRUCTIONS)
|
[_]
|
|
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
8.02%
|
|
|
|
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
IN
|
|
Item
1.
|
(a).
|
Name
of Issuer:
|
|
|
|
|
|
Nexstar
Media Group, Inc.
|
|
|
|
|
(b).
|
Address
of issuer's principal executive offices:
|
|
|
|
|
|
545
E. John Carpenter Freeway, Suite 700
Irving,
Texas 75062
|
|
|
|
Item
2.
|
(a)-(c).
|
Name
Principal Business Address, and Citizenship of Person Filing:
|
|
|
|
|
|
Hound
Partners, LLC
101
Park Avenue, 48th Floor
New
York, NY 10178
|
|
|
|
|
|
Hound
Performance, LLC
101
Park Avenue, 48th Floor
New
York, NY 10178
|
|
|
|
|
|
Jonathan
Auerbach
101
Park Avenue, 48th Floor
New
York, NY 10178
|
|
|
|
|
|
|
|
(d)
|
Title
of class of securities:
|
|
|
|
|
|
Common
Stock, $.01 Par Value
|
|
|
|
|
(e).
|
CUSIP
No.:
|
|
|
|
|
|
65336K103
|
|
|
|
Item
3.
|
If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
|
|
|
|
|
(a)
|
[_]
|
Broker
or dealer registered under Section 15 of the Exchange Act.
|
|
|
|
|
|
(b)
|
[_]
|
Bank
as defined in Section 3(a)(6) of the Exchange Act.
|
|
|
|
|
|
(c)
|
[_]
|
Insurance
company as defined in Section 3(a)(19) of the Exchange Act.
|
|
|
|
|
|
(d)
|
[_]
|
Investment
company registered under Section 8 of the Investment Company Act.
|
|
|
|
|
|
(e)
|
[x]
|
An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
|
|
|
|
(f)
|
[_]
|
An
employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
|
|
|
|
|
|
(g)
|
[x]
|
A
parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
|
|
|
|
|
(h)
|
[_]
|
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
|
|
|
|
|
|
(i)
|
[_]
|
A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act;
|
|
|
|
|
|
(j)
|
[_]
|
Group,
in accordance with Rule 13d-1(b)(1)(ii)(J).
|
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.
|
|
|
|
|
|
(a)
|
Amount
beneficially owned:
|
|
|
|
|
|
|
|
Hound
Partners, LLC
|
3,653,653
shares
|
|
|
Hound
Performance, LLC
|
3,576,843
shares
|
|
|
Jonathan
Auerbach
|
3,653,653 shares
|
|
|
|
|
|
|
|
|
|
(b)
|
Percent
of class:
|
|
|
|
|
|
|
|
Hound
Partners, LLC
|
8.02%
|
|
|
Hound
Performance, LLC
|
7.85%
|
|
|
Jonathan
Auerbach
|
8.02%
|
|
|
|
|
|
|
|
|
|
(c)
|
Number
of shares as to which such person has:
|
|
|
|
|
|
|
|
(i)
Sole power to vote or to direct the vote
|
|
|
|
|
|
|
|
Hound
Partners, LLC
|
0
shares
|
|
|
Hound
Performance, LLC
|
0
shares
|
|
|
Jonathan
Auerbach
|
0
shares
|
|
|
|
|
|
|
|
|
|
|
(ii)
Shared power to vote or to direct the vote
|
|
|
|
|
|
|
|
Hound
Partners, LLC
|
3,653,653
shares
|
|
|
Hound
Performance, LLC
|
3,576,843
shares
|
|
|
Jonathan
Auerbach
|
3,653,653 shares
|
|
|
|
|
|
|
|
|
|
|
(iii)
Sole power to dispose or to direct the disposition of
|
|
|
|
|
|
|
|
Hound
Partners, LLC
|
0
shares
|
|
|
Hound
Performance, LLC
|
0
shares
|
|
|
Jonathan
Auerbach
|
0
shares
|
|
|
|
|
|
|
|
|
|
|
(iv)
Shared power to dispose or to direct the disposition of
|
|
|
|
|
|
|
|
Hound
Partners, LLC
|
3,653,653
shares
|
|
|
Hound
Performance, LLC
|
3,576,843
shares
|
|
|
Jonathan
Auerbach
|
3,653,653
shares
|
|
|
|
|
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 five percent of the class of securities check the following [ ].
|
|
N/A
|
|
|
Item
6.
|
Ownership
of More Than Five Percent on Behalf of Another Person.
|
|
|
|
If
any other person is known to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest relates
to more than five percent of the class, such person should be identified. A
listing of the shareholders of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment
fund is not required.
All
of the securities reported in this Schedule 13G are owned by advisory clients of Hound
Partners, LLC. None of these clients own more than five percent of the outstanding shares
of the class reported herein.
|
|
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control
Person.
|
|
|
|
If
a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under
Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
|
|
|
|
See
Exhibit B attached hereto.
|
|
|
Item
8.
|
Identification
and Classification of Members of the Group.
|
|
|
|
If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit
stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule
pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
|
|
|
|
N/A
|
|
|
Item
9.
|
Notice
of Dissolution of Group.
|
|
|
|
Notice
of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual
capacity. See Item 5.
|
|
|
|
N/A
|
|
|
Item
10.
|
Certifications.
|
|
|
|
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are
held in the ordinary course of business and 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.
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
|
February
14, 2018
|
|
(Date)
|
|
|
|
|
|
HOUND
PARTNERS, LLC (1)
|
|
|
|
By:
|
/s/
Courtney Lewis
|
|
|
Courtney
Lewis, Authorized Person
|
|
|
|
HOUND
PERFORMANCE, LLC (1)
|
|
|
|
|
|
By:
|
/s/
Courtney Lewis
|
|
|
Courtney
Lewis, Authorized Person
|
|
|
|
|
|
|
|
/s/
Jonathan Auerbach (1)
|
|
JONATHAN
AUERBACH
|
(1)
The Reporting Persons disclaim beneficial ownership except to the extent of their pecuniary interest therein.
EXHIBIT
A
AGREEMENT
The
undersigned agree that this Schedule 13G, dated February 14, 2018 relating to the Common Stock, of Nexstar Media Group, Inc. shall
be filed on behalf of the undersigned.
|
February
14, 2018
|
|
(Date)
|
|
|
|
|
|
HOUND
PARTNERS, LLC
|
|
|
|
By:
|
/s/
Courtney Lewis
|
|
|
Courtney
Lewis, Authorized Person
|
|
|
|
HOUND
PERFORMANCE, LLC
|
|
|
|
|
|
By:
|
/s/
Courtney Lewis
|
|
|
Courtney
Lewis, Authorized Person
|
|
|
|
|
|
|
|
/s/
Jonathan Auerbach
|
|
JONATHAN
AUERBACH
|
EXHIBIT
B
Hound
Partners, LLC is the relevant entity for which Jonathan Auerbach may be considered a control person.
Nexstar Media (NASDAQ:NXST)
Historical Stock Chart
From Mar 2024 to Apr 2024
Nexstar Media (NASDAQ:NXST)
Historical Stock Chart
From Apr 2023 to Apr 2024