PERRY A. SOOK - 14 Jan 2022 Form 4 Insider Report for NEXSTAR MEDIA GROUP, INC. (NXST)

Role
Chief Executive Officer, Director
Signature
/s/ Mark Hoyla, Attorney-in-Fact for Perry A. Sook
Issuer symbol
NXST
Transactions as of
14 Jan 2022
Net transactions value
-$41,476,824
Form type
4
Filing time
19 Jan 2022, 11:23:49 UTC
Previous filing
14 Jan 2022
Next filing
03 Feb 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NXST Class A Common Stock Options Exercise $3,385,949 +352,703 +107% $9.60* 680,879 14 Jan 2022 Direct
transaction NXST Class A Common Stock Sale $59,995,168 -352,703 -52% $170.10 328,176 14 Jan 2022 Direct F1
transaction NXST Class A Common Stock Options Exercise $2,581,094 +15,625 +4.8% $165.19 343,801 15 Jan 2022 Direct
transaction NXST Class A Common Stock Tax liability $1,015,588 -6,148 -1.8% $165.19 337,653 15 Jan 2022 Direct
transaction NXST Class A Common Stock Options Exercise $3,441,568 +20,834 +6.2% $165.19 358,487 15 Jan 2022 Direct
transaction NXST Class A Common Stock Tax liability $1,354,393 -8,199 -2.3% $165.19 350,288 15 Jan 2022 Direct
transaction NXST Class A Common Stock Options Exercise $13,765,778 +83,333 +24% $165.19 433,621 15 Jan 2022 Direct
transaction NXST Class A Common Stock Tax liability $5,416,910 -32,792 -7.6% $165.19 400,829 15 Jan 2022 Direct
transaction NXST Class A Common Stock Options Exercise $5,162,188 +31,250 +7.8% $165.19 432,079 15 Jan 2022 Direct
transaction NXST Class A Common Stock Tax liability $2,031,341 -12,297 -2.8% $165.19 419,782 15 Jan 2022 Direct
transaction NXST Class A Common Stock Options Exercise $0 0 0% $0.000000* 975,956 14 Jan 2022 PS Sook Ltd. F2

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 Stock options Options Exercise $0 -352,703 -40% $0.000000 521,303 14 Jan 2022 Class A Common Stock 352,703 $9.60 Direct F3
transaction NXST Restricted Stock Units Award $0 +62,500 +12% $0.000000 583,803 14 Jan 2022 Class A Common Stock 62,500 $0.000000 Direct F4, F5
transaction NXST Restricted Stock Units Options Exercise $0 -15,625 -2.7% $0.000000 568,178 15 Jan 2022 Class A Common Stock 15,625 Direct F5, F6, F7
transaction NXST Restricted Stock Units Options Exercise $0 -20,834 -3.7% $0.000000 547,344 15 Jan 2022 Class A Common Stock 20,834 Direct F5, F6, F8
transaction NXST Restricted Stock Units Options Exercise $0 -83,333 -15% $0.000000 464,011 15 Jan 2022 Class A Common Stock 83,333 Direct F5, F6, F9
transaction NXST Restricted Stock Units Options Exercise $0 -31,250 -6.7% $0.000000 432,761 15 Jan 2022 Class A Common Stock 31,250 Direct F5, F6, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.
F2 The 975,956 shares of common stock owned by PS Sook Ltd., of which Mr. Sook and his spouse are the beneficial owners.
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.
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.
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.
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.
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.
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.