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) 02/17/2009 | ||||||||||||||||||||||||||
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 | 02/17/2009 | M | 2,780(1) | A | (2) | 11,156 | D | |||
Series A Common Stock | 02/17/2009 | S(3) | 1,112(3) | D | $1.81 | 10,044 | D | |||
Series A Common Stock | 02/17/2009 | M | 87(4) | A | (2) | 10,131 | D | |||
Series A Common Stock | 02/17/2009 | S(3) | 35(3) | D | $1.81 | 10,096 | D | |||
Series A Common Stock | 02/17/2009 | M | 1,265(5) | A | (2) | 11,361 | D | |||
Series A Common Stock | 02/17/2009 | S(3) | 506(3) | D | $1.81 | 10,855 | D | |||
Series A Common Stock | 960 | I | By Spouse(6) | |||||||
Series A Common Stock | 11,129 | I | By Family LP(7) | |||||||
Series A Common Stock | 59,730 | I | By Father's Estate(8) | |||||||
Series A Common Stock | 981 | I | By 401k Account(9) |
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)(10) | (2) | 02/17/2009 | M | 2,780 | (11) | (11) | Series A Common Stock | 2,780(2) | $0 | 0 | D | ||||
Restricted Stock Units (Performance-Related)(12) | (2) | 02/17/2009 | M | 87 | (13) | (13) | Series A Common Stock | 87(2) | $0 | 0 | D | ||||
Restricted Stock Units (Performance-Related)(14) | (2) | 02/17/2009 | M | 1,265 | (15) | (15) | Series A Common Stock | 1,265(2) | $0 | 1,267 | 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 February 28, 2006. |
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 12. |
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 14. |
6. The reporting person disclaims beneficial ownership of these securities. |
7. The reporting person is the managing general partner of the family partnership that owns the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
8. The reporting person is the executor of the Estate of James M. Moroney, Jr., the owner of the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
9. Held by the A. H. Belo Savings Plan as of January 31, 2009. |
10. These TBRSUs were awarded on February 28, 2006. |
11. 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. |
12. These PBRSUs were awarded in December 2005. The actual number of PBRSUs earned was determined on February 27, 2007. |
13. 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. |
14. These PBRSUs were awarded in December 2006. The actual number of PBRSUs earned was determined on February 26, 2008. |
15. 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). | ||
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. |