Filing Details
- Accession Number:
- 0000950170-24-026594
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2024-03-05 19:48:33
- Reporting Period:
- 2024-03-01
- Accepted Time:
- 2024-03-05 19:48:33
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1142417 | Nexstar Media Group Inc. | NXST | Television Broadcasting Stations (4833) | 233083125 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1250261 | A Perry Sook | C/O Nexstar Media Group, Inc. 545 E. John Carpenter Freeway, Suite 700 Irving TX 75062 | Chief Executive Officer | No | No | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Acquisiton | 2024-03-02 | 26,850 | $163.69 | 614,846 | No | 4 | M | Direct | |
| Common Stock | Acquisiton | 2024-03-02 | 53,700 | $163.69 | 668,546 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2024-03-05 | 31,758 | $158.66 | 636,788 | No | 4 | S | Direct | |
| Common Stock | Acquisiton | 2024-03-05 | 0 | $0.00 | 975,956 | No | 4 | M | Indirect | PS Sook Ltd. |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | S | Direct | |
| No | 4 | M | Indirect | PS Sook Ltd. |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Restricted Stock Units | Acquisiton | 2024-03-01 | 75,224 | $0.00 | 75,224 | $0.00 |
| Common Stock | Restricted Stock Units | Acquisiton | 2024-03-01 | 75,224 | $0.00 | 75,224 | $0.00 |
| Common Stock | Restricted Stock Units | Disposition | 2024-03-02 | 26,850 | $0.00 | 26,850 | $0.00 |
| Common Stock | Restricted Stock Units | Disposition | 2024-03-02 | 26,850 | $0.00 | 53,700 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 413,874 | No | 4 | A | Direct | ||
| 489,098 | No | 4 | A | Direct | ||
| 462,248 | No | 4 | M | Direct | ||
| 435,398 | No | 4 | M | Direct |
Footnotes
- The 975,956 shares of common stock owned by PS Sook Ltd., of which Mr. Sook and his spouse are the beneficial owners.
- Each time-based restricted stock unit ("RSU") is converted into one share of Nexstar's Common Stock at the vesting date. Each Performance-based restricted stock unit ("PSU") represents the right to receive, following vesting, between 0% and 200% of one share of Nexstar's Common Stock, subject to the level of achievement of pre-established company performance metrics.
- 75,224 RSUs were awarded on March 1, 2024, of which 37,612 RSUs vest at each anniversary date of the award through March 1, 2026.
- The RSUs/PSUs have no expiration and are subject to accelerated vesting in the event of termination of the Reporting Person's employment under certain circumstances, including change in control, a reason by the Company other than for cause, or for good reason.
- 75,224 target PSUs were awarded on March 1, 2024, of which 37,612 PSUs vest on March 1, 2025 and 37,612 PSUs vest on March 1, 2026, subject to the achievement of the pre-established company performance metric. The indicated number of PSUs assumes 100% vesting at target. The number of shares of Nexstar's Common Stock that may be earned is between 0% and 200% of the target number of PSUs. The actual number of shares of common stock issued at each vesting date may be more or less than the indicated target number.
- 53,700 RSUs were awarded on March 2, 2023, of which 26,850 RSUs vest at each anniversary date of the award through March 2, 2025.
- 53,700 target PSUs were awarded on March 2, 2023, of which 26,850 PSUs vest on March 2, 2024 and 26,850 PSUs vest on March 2, 2025, subject to the achievement of the pre-established company performance metric. The indicated number of PSUs assumes 100% vesting at target. The number of shares of Nexstar's Common Stock that may be earned is between 0% and 200% of the target number of PSUs. The Compensation Committee of Nexstar's Board of Directors performed an assessment and determined that the conditions to receive 200% of the target number of PSUs were satisfied. Thus, the target PSUs that vested on March 2, 2024 were converted into 53,700 shares of Nexstar common stock.
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