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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
A. H. Belo Corp [ AHC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/14/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Series A Common Stock | 05/14/2015 | M | 13,023(1) | A | (2) | 21,039 | D | |||
Series A Common Stock | 05/14/2015 | D(3) | 5,209(3) | D | $6.17 | 15,830 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Restricted Stock Units (Time-Based)(4) | (2) | 05/14/2015 | M | 13,023 | (5) | (5) | Series A Common Stock | 13,023(2) | $0.00 | 0 | D | ||||
Restricted Stock Units (Time-Based) | (2) | 05/14/2015 | A | 9,481 | (6) | (6) | Series A Common Stock | 9,481(2) | $0.00 | 9,481 | D |
Explanation of Responses: |
1. The number of shares shown represents the time-based restricted stock units (TBRSUs) that vested on May 16, 2013 and were settled on May 14, 2015. These TBRSUs were awarded on May 17, 2012. |
2. Each TBRSU represents a contingent right to receive the value of one share of A. H. Belo Corporation Series A Common Stock. These TBRSUs are valued as of the date of settlement and are paid 60% in shares of A. H. Belo Corporation Series A Common Stock and 40% in cash. |
3. The number of shares shown represents the settlement of the 40% cash portion of TBRSUs that were settled and paid on May 14, 2015. Settlement of the cash portion is, pursuant to SEC guidance, deemed to be a sale of shares to the Company. |
4. These TBRSUs were awarded on May 17, 2012. |
5. These TBRSUs vested 100% on May 16, 2013 and were settled on May 14, 2015. |
6. These TBRSUs vest 100% on the date of the Company's 2016 annual meeting of shareholders and are settled on or within 10 business days of the 2018 annual meeting of shareholders. |
Remarks: |
/s/ Christine E. Larkin, Attorney-in-Fact | 05/15/2015 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |