Form 4 for NXST NEXSTAR MEDIA GROUP, INC.
Accepted 2024-08-05 00:00:00 ET · period of report 2024-08-01 · accession 0000950170-24-090915 · 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 | 2024-08-05 | 2024-08-01 | NXST | SOOK PERRY A | CEO, Dir | M - OptEx | $0.00 | +62.5K | 699.3K | +10% | $0 |
| D | 2024-08-05 | 2024-08-01 | NXST | SOOK PERRY A | CEO, Dir | F - Tax | $179.88 | -24.6K | 674.7K | -4% | -$4.42M |
| D | 2024-08-05 | 2024-08-01 | NXST | SOOK PERRY A | CEO, Dir | M - OptEx | $0.00 | -31.2K | 0 | -100% | $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 | 2024-08-01 | M | A | 62,500 | $0.00 | 699,288 | D | — | — | (F1) Each Performance-based restricted stock unit ("PSU") represents the right to receive, following vesting, between 0% and 200% of one share of Nexstar Media Group, Inc.'s ("Nexstar") common stock, subject to the level of achievement of pre-established company performance metrics. (F2) 62,500 target PSUs were awarded on August 1, 2022, of which 31,250 PSUs vested on each of August 1, 2023 and August 1, 2024, subject to the achievement of the pre-established company performance metric. The target PSUs assumes 100% vesting but the number of Nexstar common stock that may be earned is between 0% and 200% of the target. 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 31,250 target PSUs vested on each of August 1, 2023 and 2024 were each converted into 62,500 of Nexstar common stock. |
| 2 | Common | Common Stock | 2024-08-01 | F | D | 24,594 | $179.88 | 674,694 | D | — | — | |
| 3 | Derivative | Restricted Stock Units | 2024-08-01 | M | D | 31,250 | $0.00 | 0 | D | — · — to — | 62,500 Common Stock | (F2) 62,500 target PSUs were awarded on August 1, 2022, of which 31,250 PSUs vested on each of August 1, 2023 and August 1, 2024, subject to the achievement of the pre-established company performance metric. The target PSUs assumes 100% vesting but the number of Nexstar common stock that may be earned is between 0% and 200% of the target. 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 31,250 target PSUs vested on each of August 1, 2023 and 2024 were each converted into 62,500 of Nexstar common stock. (F5) In the Reporting Person's prior Form 4s, the number of other derivative securities beneficially owned following the reported transaction were included. Going forward, only the number of the derivative securities for which the transaction is being disclosed will be reflected. (F1) Each Performance-based restricted stock unit ("PSU") represents the right to receive, following vesting, between 0% and 200% of one share of Nexstar Media Group, Inc.'s ("Nexstar") common stock, subject to the level of achievement of pre-established company performance metrics. (F4) The 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 Nexstar other than for cause, or for good reason. |