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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Options (Right to Buy) (1) (6) | $ 17.7934 | (7) | 12/16/2008 | Series B Common Stock | 10,000 | 10,000 | D | ||||||||
Employee Stock Options (Right to Buy) (1) (6) | $ 19.1718 | (7) | 12/16/2009 | Series B Common Stock | 18,100 | 18,100 | D | ||||||||
Employee Stock Options (Right to Buy) (1) (6) | $ 17.3549 | (7) | 12/01/2010 | Series B Common Stock | 20,000 | 20,000 | D | ||||||||
Employee Stock Options (Right to Buy) (1) (6) | $ 17.9238 | (7) | 11/30/2011 | Series B Common Stock | 20,800 | 20,800 | D | ||||||||
Employee Stock Options (Right to Buy) (1) (6) | $ 21.6428 | (7) | 12/06/2012 | Series B Common Stock | 15,200 | 15,200 | D | ||||||||
Employee Stock Options (Right to Buy) (1) (6) | $ 28.0084 | (7) | 12/05/2013 | Series B Common Stock | 15,000 | 15,000 | D | ||||||||
Employee Stock Options (Right to Buy) (1) (6) | $ 25.2617 | (7) | 12/03/2014 | Series B Common Stock | 17,000 | 17,000 | D | ||||||||
Employee Stock Options (Right to Buy) (1) (6) | $ 21.6729 | (8) | 12/09/2015 | Series B Common Stock | 5,500 | 5,500 | D | ||||||||
Restricted Stock Units (Time-Based) (1) (6) | (9) | (10) | (10) | Series A Common Stock | 2,780 (9) | 2,780 | D | ||||||||
Restricted Stock Units (Time-Based) (1) (6) | (9) | (11) | (11) | Series A Common Stock | 4,688 (9) | 4,688 | D | ||||||||
Restricted Stock Units (Time-Based) (1) (6) | (9) | (12) | (12) | Series A Common Stock | 11,432 (9) | 11,432 | D | ||||||||
Restricted Stock Units (Performance-Related) (1) (6) | (9) | (13) | (13) | Series A Common Stock | 174 (9) | 174 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MORONEY JAMES M III P.O. BOX 224866 DALLAS, TX 75222-4866 |
EVP/Publ & CEO Dallas News |
Kay F. Stockler, Attorney-In-Fact | 02/13/2008 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | VOLUNTARY REPORT TO DISCLOSE SECURITIES ISSUED IN CONNECTION WITH THE SPIN-OFF OF THE ISSUER BY BELO CORP. |
(2) | The reporting person disclaims beneficial ownership of these securities. |
(3) | 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. |
(4) | Held by the A. H. Belo Savings Plan as of February 8, 2008. |
(5) | Shares are held by a limited partnership of which the reporting person is a general partner and of which the reporting person's spouse is a limited partner and a general partner. |
(6) | Reflects derivative securities (exercisable for or settled in the Issuer's common stock) held as a result of the spin-off of the Issuer from Belo Corp. pursuant to the anti-dilution adjustment provisions of previously outstanding awards. |
(7) | All options are currently exercisable. |
(8) | The options are currently exercisable as to 3,850 shares and become exercisable as to the remaining 1,650 shares on December 9, 2008. |
(9) | Each restricted stock unit (both performance-related and time-based) represents a contingent right to receive the value of one share of A. H. Belo Corporation Series A Common Stock. RSUs are valued as of the date of vesting and are paid 60% in shares of A. H. Belo Corporation Series A Common Stock and 40% in cash. |
(10) | These time-based restricted stock units vest 100% in 2009 on the date of the A. H. Belo Corporation annual earnings release for the fiscal year ending December 31, 2008 and are settled within 10 business days thereafter. |
(11) | These time-based restricted stock units vest 100% in 2010 on the date of the A. H. Belo Corporation annual earnings release for the fiscal year ending December 31, 2009 and are settled within 10 business days thereafter. |
(12) | These time-based restricted stock units vest 100% in 2011 on the date of the A. H. Belo Corporation annual earnings release for the fiscal year ending December 31, 2010 and are settled within 10 business days thereafter. |
(13) | One-half of these PBRSUs vests and is paid out as soon as practicable following each annual earnings release date for the fiscal years ending December 31, 2007 and 2008. Earned PBRSUs not yet paid are subject to additional vesting requirements that depend on the continued employment of the reporting person with the Company. |