Form 4 for NXST NEXSTAR MEDIA GROUP, INC.
Accepted 2022-01-19 00:00:00 ET · period of report 2022-01-14 · accession 0001209191-22-003652 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2022-01-19 | 2022-01-14+ | NXST | SOOK PERRY A | CEO, Dir | M - OptEx | $56.25 | +503.7K | 358.5K | New | +$28.34M |
| DM | 2022-01-19 | 2022-01-15 | NXST | SOOK PERRY A | CEO, Dir | F - Tax | $165.19 | -59.4K | 350.3K | -15% | -$9.82M |
| DI | 2022-01-19 | 2022-01-14 | NXST | SOOK PERRY A | CEO, Dir | M - OptEx | — | 0 | 976.0K | New | — |
| D | 2022-01-19 | 2022-01-14 | NXST | SOOK PERRY A | CEO, Dir | S - Sale+OE | $170.10 | -352.7K | 328.2K | -52% | -$59.99M |
| D | 2022-01-19 | 2022-01-14 | NXST | SOOK PERRY A | CEO, Dir | A - Grant | $0.00 | +62.5K | 583.8K | +12% | $0 |
| DM | 2022-01-19 | 2022-01-14+ | NXST | SOOK PERRY A | CEO, Dir | M - OptEx | $0.00 | -503.7K | 521.3K | -49% | $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 | Class A Common Stock | 2022-01-15 | M | A | 15,625 | $165.19 | 343,801 | D | — | — | |
| 2 | Common | Class A Common Stock | 2022-01-15 | F | D | 12,297 | $165.19 | 419,782 | D | — | — | |
| 3 | Common | Class A Common Stock | 2022-01-15 | M | A | 31,250 | $165.19 | 432,079 | D | — | — | |
| 4 | Common | Class A Common Stock | 2022-01-15 | F | D | 32,792 | $165.19 | 400,829 | D | — | — | |
| 5 | Common | Class A Common Stock | 2022-01-15 | M | A | 83,333 | $165.19 | 433,621 | D | — | — | |
| 6 | Common | Class A Common Stock | 2022-01-14 | M | A | 0 | $0.00 | 975,956 | I | — | — | |
| 7 | Common | Class A Common Stock | 2022-01-14 | M | A | 352,703 | $9.60 | 680,879 | D PS Sook Ltd. | — | — | (F2) The 975,956 shares of common stock owned by PS Sook Ltd., of which Mr. Sook and his spouse are the beneficial owners. |
| 8 | Common | Class A Common Stock | 2022-01-14 | S | D | 352,703 | $170.10 | 328,176 | D | — | — | (F1) Sold by Mr. Sook pursuant to a plan of disposition adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. |
| 9 | Common | Class A Common Stock | 2022-01-15 | F | D | 6,148 | $165.19 | 337,653 | D | — | — | |
| 10 | Common | Class A Common Stock | 2022-01-15 | M | A | 20,834 | $165.19 | 358,487 | D | — | — | |
| 11 | Common | Class A Common Stock | 2022-01-15 | F | D | 8,199 | $165.19 | 350,288 | D | — | — | |
| 12 | Derivative | Restricted Stock Units | 2022-01-14 | A | A | 62,500 | $0.00 | 583,803 | D | $0.00 · — to — | 62,500 Class A Common Stock | (F4) 62,500 restricted stock units ("RSUs") were awarded on January 14, 2022, which will fully vest on January 15, 2023. (F5) The RSUs have no expiration. However, all unvested portion of RSUs shall be forfeited and cancelled should the awardee's employment terminate for any reason other than a company change of control. |
| 13 | Derivative | Restricted Stock Units | 2022-01-15 | M | D | 15,625 | $0.00 | 568,178 | D | — · — to — | 15,625 Class A Common Stock | (F6) As restricted stock units ("RSUs") vest, they are converted into shares of Class A Common Stock on a one-for-one basis at the vesting date. (F7) 62,500 RSUs were awarded on January 15, 2019, of which 15,625 RSUs equally vest over four years at each anniversary of the award through January 15, 2023. (F5) The RSUs have no expiration. However, all unvested portion of RSUs shall be forfeited and cancelled should the awardee's employment terminate for any reason other than a company change of control. |
| 14 | Derivative | Restricted Stock Units | 2022-01-15 | M | D | 83,333 | $0.00 | 464,011 | D | — · — to — | 83,333 Class A Common Stock | (F6) As restricted stock units ("RSUs") vest, they are converted into shares of Class A Common Stock on a one-for-one basis at the vesting date. (F9) 83,333 performance-based RSUs were awarded on January 15, 2020 and scheduled to fully vest on January 15, 2022, subject to the achievement of pre-established company performance metrics. The Compensation Committee of Nexstar's Board of Directors performed an assessment and determined that the conditions were satisfied, thus, the 83,333 performance-based RSUs fully vested on January 15, 2022. (F5) The RSUs have no expiration. However, all unvested portion of RSUs shall be forfeited and cancelled should the awardee's employment terminate for any reason other than a company change of control. |
| 15 | Derivative | Restricted Stock Units | 2022-01-15 | M | D | 20,834 | $0.00 | 547,344 | D | — · — to — | 20,834 Class A Common Stock | (F6) As restricted stock units ("RSUs") vest, they are converted into shares of Class A Common Stock on a one-for-one basis at the vesting date. (F8) 62,500 RSUs were awarded on January 15, 2020, of which 20,833 RSUs and 20,834 RSUs vested on January 15, 2021 and January 15, 2022 respectively, and 20,833 RSUs will vest on January 15, 2023. (F5) The RSUs have no expiration. However, all unvested portion of RSUs shall be forfeited and cancelled should the awardee's employment terminate for any reason other than a company change of control. |
| 16 | Derivative | Restricted Stock Units | 2022-01-15 | M | D | 31,250 | $0.00 | 432,761 | D | — · — to — | 31,250 Class A Common Stock | (F6) As restricted stock units ("RSUs") vest, they are converted into shares of Class A Common Stock on a one-for-one basis at the vesting date. (F10) 62,500 RSUs were awarded on January 15, 2021, of which 31,250 RSUs vest equally over two years at each anniversary of the award through January 15, 2023. (F5) The RSUs have no expiration. However, all unvested portion of RSUs shall be forfeited and cancelled should the awardee's employment terminate for any reason other than a company change of control. |
| 17 | Derivative | Stock options | 2022-01-14 | M | D | 352,703 | $0.00 | 521,303 | D | $9.60 · — to 2022-09-11 | 352,703 Class A Common Stock | (F3) 400,000 options were granted on September 11, 2012. These options became exercisable in 100,000 increments each anniversary of the grant date for four years. All options are fully vested as of September 11, 2016. |