Perry A. Sook - Aug 1, 2023 Form 4 Insider Report for NEXSTAR MEDIA GROUP, INC. (NXST)

Signature
/s/ Mark Hoyla, Attorney-in-Fact for Perry A. Sook
Stock symbol
NXST
Transactions as of
Aug 1, 2023
Transactions value $
$6,906,094
Form type
4
Date filed
8/3/2023, 06:58 PM
Previous filing
Mar 3, 2023
Next filing
Mar 5, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NXST Common Stock Options Exercise $11.4M +62.5K +11.36% $182.19 613K Aug 1, 2023 Direct
transaction NXST Common Stock Tax liability -$4.48M -24.6K -4.01% $182.19 588K Aug 1, 2023 Direct
transaction NXST Common Stock Options Exercise $0 0 0% $0.00* 976K Aug 1, 2023 PS Sook Ltd. F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NXST Restricted Stock Units Options Exercise $0 -31.3K -8.45% $0.00 339K Aug 1, 2023 Common Stock 62.5K Direct F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The 975,956 shares of common stock owned by PS Sook Ltd., of which Mr. Sook and his spouse are the beneficial owners.
F2 Each time-based restricted stock units ("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 62,500 target PSUs were awarded on August 1, 2022, of which 31,250 PSUs will vest on August 1, 2023 and 31,250 PSUs will vest on August 1, 2024, subject to the achievement of the pre-established company performance metric. The indicated number of PSUs assumes 100% vesting at target. The number of PSUs 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 62,500 PSUs vested on August 1, 2023.
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 the Company other than for cause, or for good reason.