SEC FORM 4 SEC Form 4
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*
CASS DONALD F JR

(Last) (First) (Middle)
A. H. BELO CORPORATION
P.O. BOX 224866

(Street)
DALLAS TX 75222-4866

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
A. H. Belo CORP [ AHC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP and Secretary
3. Date of Earliest Transaction (Month/Day/Year)
02/17/2009
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
Series A Common Stock 02/17/2009 M 1,600(1) A (2) 3,168 D
Series A Common Stock 02/17/2009 S(3) 640(3) D $1.81 2,528 D
Series A Common Stock 02/17/2009 M 516(4) A (2) 3,044 D
Series A Common Stock 02/17/2009 S(3) 207(3) D $1.81 2,837 D
Series A Common Stock 02/17/2009 M 1,271(5) A (2) 4,108 D
Series A Common Stock 02/17/2009 S(3) 509(3) D $1.81 3,599 D
Series A Common Stock 591 I By 401k Account(6)
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
Restricted Stock Units (Time-Based)(7) (2) 02/17/2009 M 1,600 (8) (8) Series A Common Stock 1,600(2) $0 0 D
Restricted Stock Units (Performance-Related)(9) (2) 02/17/2009 M 516 (10) (10) Series A Common Stock 516(2) $0 0 D
Restricted Stock Units (Performance-Related)(11) (2) 02/17/2009 M 1,271 (12) (12) Series A Common Stock 1,271(2) $0 1,272 D
Explanation of Responses:
1. The number of shares shown represents the time-based restricted stock units (TBRSUs) that vested and were paid on February 17, 2009. These TBRSUs were awarded on December 9, 2005.
2. Each restricted stock unit (RSU) represents a contingent right to receive the value of one share of A. H. Belo Corporation Series A Common Stock. RSUs (both performance-related and time-based) are valued as of the date of vesting and are paid 60% in shares of A. H. Belo Corporation Series A Stock and 40% in cash.
3. The number of shares shown represents settlement of the 40% cash portion of RSUs that vested and were paid on February 17, 2009. Settlement of the cash portion is, pursuant to SEC guidance, deemed to be a sale of shares to the Company.
4. The number of shares shown represents the portion of the December 2005 performance-related restricted stock units (PBRSUs) that vested and were paid on February 17, 2009. These PBRSUs were awarded in December 2005, as described below in footnote 9.
5. The number of shares shown represents the portion of the December 2006 performance-related restricted stock units (PBRSUs) that vested and were paid on February 17, 2009. These PBRSUs were awarded in December 2006, as described below in footnote 11.
6. Held by the A. H. Belo Savings Plan as of January 31, 2009.
7. These TBRSUs were awarded on December 9, 2005.
8. This TBRSU award vests 100% and is paid out as soon as practicable following the annual earnings release date for the fiscal year ending December 31, 2008.
9. These PBRSUs were awarded in December 2005. The actual number of PBRSUs earned was determined on February 27, 2007.
10. One-third of the original PBRSU award vests and is paid out as soon as practicable following each annual earnings release date for the fiscal years ending December 31, 2006, 2007 and 2008.
11. These PBRSUs were awarded in December 2006. The actual number of PBRSUs earned was determined on February 26, 2008.
12. One-third of the original PBRSU award vests and is paid out as soon as practicable following each annual earnings release date for the fiscal years ending December 31, 2007, 2008 and 2009. Earned PBRSUs not yet paid are subject to additional vesting requirements that depend on the continued employment of the reporting person with the Company.
Kay F. Stockler, Attorney-In-Fact 02/18/2009
** 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).
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