Form 4 NEXSTAR MEDIA GROUP, For: Jan 14 Filed by: SOOK PERRY A

January 19, 2022 12:24 PM EST

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
SOOK PERRY A

(Last) (First) (Middle)
C/O NEXSTAR MEDIA GROUP, INC.
545 E. JOHN CARPENTER FREEWAY, SUITE 700

(Street)
IRVING TX 75062

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NEXSTAR MEDIA GROUP, INC. [ NXST ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/14/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 01/14/2022   M   352,703 A $ 9.6 680,879 D  
Class A Common Stock 01/14/2022   S   352,703 (1) D $ 170.1011 328,176 D  
Class A Common Stock 01/15/2022   M   15,625 A $ 165.19 343,801 D  
Class A Common Stock 01/15/2022   F   6,148 D $ 165.19 337,653 D  
Class A Common Stock 01/15/2022   M   20,834 A $ 165.19 358,487 D  
Class A Common Stock 01/15/2022   F   8,199 D $ 165.19 350,288 D  
Class A Common Stock 01/15/2022   M   83,333 A $ 165.19 433,621 D  
Class A Common Stock 01/15/2022   F   32,792 D $ 165.19 400,829 D  
Class A Common Stock 01/15/2022   M   31,250 A $ 165.19 432,079 D  
Class A Common Stock 01/15/2022   F   12,297 D $ 165.19 419,782 D  
Class A Common Stock 01/14/2022   M   0 A $ 0 975,956 I PS Sook Ltd. (2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock options $ 9.6 01/14/2022   M     352,703   (3) 09/11/2022 Class A Common Stock 352,703 $ 0 521,303 D  
Restricted Stock Units $ 0 01/14/2022   A   62,500     (4)   (5) Class A Common Stock 62,500 $ 0 583,803 D  
Restricted Stock Units (6) 01/15/2022   M     15,625   (7)   (5) Class A Common Stock 15,625 $ 0 568,178 D  
Restricted Stock Units (6) 01/15/2022   M     20,834   (8)   (5) Class A Common Stock 20,834 $ 0 547,344 D  
Restricted Stock Units (6) 01/15/2022   M     83,333   (9)   (5) Class A Common Stock 83,333 $ 0 464,011 D  
Restricted Stock Units (6) 01/15/2022   M     31,250   (10)   (5) Class A Common Stock 31,250 $ 0 432,761 D  
Explanation of Responses:
1. Sold by Mr. Sook pursuant to a plan of disposition adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.
2. The 975,956 shares of common stock owned by PS Sook Ltd., of which Mr. Sook and his spouse are the beneficial owners.
3. 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.
4. 62,500 restricted stock units ("RSUs") were awarded on January 14, 2022, which will fully vest on January 15, 2023.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
/s/ Mark Hoyla, Attorney-in-Fact for Perry A. Sook 01/19/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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