* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
Pursuant to the Agreement and Plan of Merger, dated as of January 27, 2016 (the "Merger Agreement"), by and among Nexstar Media Group, Inc. (formerly known as Nexstar Broadcasting Group, Inc.) ("Nexstar"), Media General, Inc. ("Media General"), and Neptune Merger Sub, Inc., upon the consummation of the merger contemplated by the Merger Agreement (the "Merger") on January 17, 2017: (x) each share of Media General's voting common stock, no par value ("Media General Common Stock"), held by the reporting person prior to the effective time of the Merger (the "Effective Time") was converted into |
(2) |
(continued) the right to receive (i) $10.55 in cash, without interest, (ii) 0.1249 of a share of Nexstar's Class A common stock, par value $0.01 per share ("Class A Common Stock"), and (iii) potential additional consideration in the form of a contingent value right; and (y) each share of restricted Media General Common Stock, whether vested or unvested, held immediately prior to the Effective Time became fully vested at such time and all restrictions on such restricted Media General Common Stock lapsed, with such shares of Media General Common Stock converting into the right to receive 0.1249 of a share of Class A Common Stock. |