Statement of Changes in Beneficial Ownership (4)
January 30 2015 - 11:25AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
SOOK PERRY A
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2. Issuer Name
and
Ticker or Trading Symbol
NEXSTAR BROADCASTING GROUP INC
[
NXST
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CEO & President
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(Last)
(First)
(Middle)
C/O NEXSTAR BROADCASTING GROUP, INC., 545 E. JOHN CARPENTER FREEWAY, SUITE 700
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/14/2015
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(Street)
IRVING, TX 75062
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Options (right to purchase Class A Common Stock)
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$47.11
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1/14/2015
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A
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200000
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(1)
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1/14/2025
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Class A Common Stock
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200000
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$0
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1800000
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D
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Restricted Stock Units
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$0.01
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1/14/2015
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A
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200000
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(2)
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(3)
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Class A Common Stock
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200000
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$0
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2000000
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D
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Explanation of Responses:
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(
1)
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50,000 options will vest and become exercisable at each anniversary of the grant date beginning January 14, 2016.
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(
2)
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25,000 restricted stock units will vest annually each January 14, beginning with 2016. An additional 25,000 restricted stock units will vest annually on March 1, subject to Company performance metrics.
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(
3)
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The restricted stock units have no expiration. However, all unvested portion of the restricted stock units will be forfeited and cancelled should the awardee's employment with Nexstar Broadcasting Group, Inc. (the "Company") terminate, other than a Company change in control.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SOOK PERRY A
C/O NEXSTAR BROADCASTING GROUP, INC.
545 E. JOHN CARPENTER FREEWAY, SUITE 700
IRVING, TX 75062
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X
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CEO & President
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Signatures
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/s/ Elisa Moore, Attorney-in-Fact for Perry A. Sook
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1/29/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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