Form 4 for NXST NEXSTAR MEDIA GROUP, INC.
Accepted 2024-03-05 00:00:00 ET · period of report 2024-03-01 · accession 0000950170-24-026594 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2024-03-05 | 2024-03-05 | NXST | SOOK PERRY A | CEO, Dir | S - Sale+OE | $158.66 | -31.8K | 636.8K | -5% | -$5.04M |
| DM | 2024-03-05 | 2024-03-02 | NXST | SOOK PERRY A | CEO, Dir | M - OptEx | $163.69 | +80.5K | 668.5K | +14% | +$13.19M |
| DI | 2024-03-05 | 2024-03-05 | NXST | SOOK PERRY A | CEO, Dir | M - OptEx | — | 0 | 976.0K | New | — |
| DM | 2024-03-05 | 2024-03-02 | NXST | SOOK PERRY A | CEO, Dir | M - OptEx | $0.00 | -53.7K | 435.4K | -11% | $0 |
| DM | 2024-03-05 | 2024-03-01 | NXST | SOOK PERRY A | CEO, Dir | A - Grant | $0.00 | +150.4K | 489.1K | +44% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2024-03-05 | S | D | 31,758 | $158.66 | 636,788 | D | — | — | |
| 2 | Common | Common Stock | 2024-03-02 | M | A | 26,850 | $163.69 | 614,846 | D PS Sook Ltd. | — | — | (F1) The 975,956 shares of common stock owned by PS Sook Ltd., of which Mr. Sook and his spouse are the beneficial owners. |
| 3 | Common | Common Stock | 2024-03-05 | M | A | 0 | $0.00 | 975,956 | I | — | — | |
| 4 | Common | Common Stock | 2024-03-02 | M | A | 53,700 | $163.69 | 668,546 | D | — | — | |
| 5 | Derivative | Restricted Stock Units | 2024-03-02 | M | D | 26,850 | $0.00 | 462,248 | D | — · — to — | 26,850 Common Stock | (F2) 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. (F6) 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. (F4) 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. |
| 6 | Derivative | Restricted Stock Units | 2024-03-01 | A | A | 75,224 | $0.00 | 413,874 | D | — · — to — | 75,224 Common Stock | (F2) 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. (F3) 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. (F4) 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. |
| 7 | Derivative | Restricted Stock Units | 2024-03-01 | A | A | 75,224 | $0.00 | 489,098 | D | — · — to — | 75,224 Common Stock | (F2) 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. (F5) 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. (F4) 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. |
| 8 | Derivative | Restricted Stock Units | 2024-03-02 | M | D | 26,850 | $0.00 | 435,398 | D | — · — to — | 53,700 Common Stock | (F2) 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. (F7) 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. (F4) 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. |