Statement of Changes in Beneficial Ownership (4)
August 10 2017 - 4:36PM
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...
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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
*
FOLLO JAMES M
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2. Issuer Name
and
Ticker or Trading Symbol
NEW YORK TIMES CO
[
NYT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP & CFO
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(Last)
(First)
(Middle)
THE NEW YORK TIMES COMPANY, 620 EIGHTH AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/8/2017
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(Street)
NEW YORK, NY 10018
(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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Class A Common Stock
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8/8/2017
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M
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42000
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A
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$11.13
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136523
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D
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Class A Common Stock
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8/8/2017
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M
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42751
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A
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$10.455
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179274
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D
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Class A Common Stock
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8/8/2017
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M
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53410
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A
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$7.215
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232684
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D
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Class A Common Stock
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8/8/2017
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S
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138161
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D
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$18.9686
(1)
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94523
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D
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Class A Common Stock
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8/8/2017
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I
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3155
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D
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$19.00
(2)
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0
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I
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By 401(k) Plan
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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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Options
(3)
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$11.13
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8/8/2017
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M
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42000
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(3)
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2/18/2020
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Class A Common Stock
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42000
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$0.00
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0
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D
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Options
(4)
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$10.455
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8/8/2017
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M
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42751
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(4)
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2/17/2021
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Class A Common Stock
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42751
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$0.00
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0
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D
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Options
(5)
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$7.215
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8/8/2017
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M
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53410
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(5)
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2/16/2022
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Class A Common Stock
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53410
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$0.00
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0
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D
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Explanation of Responses:
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(1)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.875 to $19.075 inclusive. The reporting person undertakes to provide to The New York Times Company, any security holder of The New York Times Company, or the staff of the Securities and Exchange Commission, upon request, the information regarding the number of shares sold at each separate price within the ranges set forth in this Footnote.
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(2)
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Represents shares of Class A stock equivalents attributed to holdings in the Company Stock Fund of The New York Times Companies Supplemental Retirement and Investment Plan (the "401(k) Plan").
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(3)
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Right to buy Class A Common Stock granted under The New York Times Company 1991 Executive Stock Incentive Plan. 42,000 options were granted February 18, 2010 and vested in three equal annual installments beginning February 18, 2011.
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(4)
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Right to buy Class A Common Stock granted under The New York Times Company 2010 Incentive Compensation Plan. 42,751 options were granted February 17, 2011 and vested in three equal annual installments beginning February 17, 2012.
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(5)
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Right to buy Class A Common Stock granted under The New York Times Company 2010 Incentive Compensation Plan. 53,410 options were granted February 16, 2012 and vested in three equal annual installments beginning February 16, 2013.
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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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FOLLO JAMES M
THE NEW YORK TIMES COMPANY
620 EIGHTH AVENUE
NEW YORK, NY 10018
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EVP & CFO
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Signatures
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/s/ Diane Brayton, Attorney-in-fact for James M. Follo
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8/10/2017
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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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