Form 4 Hicks Muse Fund Iii Inc

4 - Statement of changes in beneficial ownership of securities

Published: 2013-06-18 16:23:14
Submitted: 2013-06-18
Period Ending In: 2013-06-13
rrd383360.html FORM 4


>

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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
HICKS MUSE TATE & FURST EQUITY FUND III LP

(Last) (First) (Middle)
C/O HICKS, MUSE, TATE & FURST INCORP.
200 CRESCENT COURT, SUITE 1600

(Street)
DALLAS TX 75201

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LIN TV CORP. [ NYSE: TVL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/13/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 06/13/2013 C 1,926,499 A (1)(2) 1,926,499 I(1)(2) See Footnote(1)(2)
Class A Common Stock 06/13/2013 C 25,193 A (3) 1,951,692 I(3) See Footnote(3)
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
Class B Common Stock (4) 06/13/2013 C 1,926,499 (5) (5) Class A Common Stock 1,926,499 (1)(2) 16,432,591 I(6) See Footnote(6)
Class B Common Stock (4) 06/13/2013 C 25,193 (5) (5) Class A Common Stock 25,193 (3) 16,407,398 I(7) See Footnote(7)
1. Name and Address of Reporting Person*
HICKS MUSE TATE & FURST EQUITY FUND III LP

(Last) (First) (Middle)
C/O HICKS, MUSE, TATE & FURST INCORP.
200 CRESCENT COURT, SUITE 1600

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HM3/GP PARTNERS, L.P.

(Last) (First) (Middle)
C/O HICKS, MUSE, TATE & FURST INCORP.
200 CRESCENT COURT, SUITE 1600

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HM3 COINVESTORS, L.P.

(Last) (First) (Middle)
C/O HICKS, MUSE, TATE & FURST INCORP.
200 CRESCENT COURT, SUITE 1600

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HICKS MUSE GP PARTNERS III LP

(Last) (First) (Middle)
C/O HICKS, MUSE, TATE & FURST INCORP.
200 CRESCENT COURT, SUITE 1600

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HICKS MUSE FUND III INC

(Last) (First) (Middle)
C/O HICKS, MUSE, TATE & FURST INCORP.
200 CRESCENT COURT, SUITE 1600

(Street)
DALLAS TX 75201

(City) (State) (Zip)
Explanation of Responses:
1. On June 13, 2013, 1,926,499 shares of Class B Common Stock were converted into 1,926,499 shares of Class A Common Stock at the holder's option for no additional consideration. All 1,926,499 shares of Class B Common Stock were held of record by Hicks, Muse, Tate & Furst Equity Fund III, L.P., a Delaware limited partnership ("Fund III"). All 1,926,499 shares of Class A Common Stock are held of record by Fund III. HM3/GP Partners, L.P., a Texas limited partnership ("HM3/GP Partners"), is the sole general partner of Fund III. Hicks Muse GP Partners III, L.P., a Texas limited partnership ("GP Partners III"), is the sole general partner of HM3/GP Partners. (Continued in Footnote 2)
2. Hicks Muse Fund III Incorporated, a Texas corporation ("Fund III Incorporated"), is the sole general partner of GP Partners III. HM3/GP, GP Partners III and Fund III Incorporated may be deemed to beneficially own all of the securities held directly by Fund III. Each of HM3/GP, GP Partners III and Fund III Incorporated disclaim beneficial ownership of such securities except to the extent of any of their respective pecuniary interest therein.
3. On June 13, 2013, 25,193 shares of Class B Common Stock were converted into 25,193 shares of Class A Common Stock at the holder's option for no additional consideration. All 25,193 shares of Class B Common Stock were held of record by HM3 Coinvestors, L.P., a Texas limited partnership ("HM3 Coinvestors"). All 25,193 shares of Class A Common Stock are held of record by HM3 Coinvestors. GP Partners III is the sole general partner of HM3 Coinvestors. Fund III Incorporated is the sole general partner of GP Partners III. GP Partners III and Fund III Incorporated may be deemed to beneficially own all of the securities held directly by HM3 Coinvestors. Each of GP Partners III and Fund III Incorporated disclaim beneficial ownership of such securities except to the extent of any of their respective pecuniary interest therein.
4. Each share of Class B Common Stock is convertible into (i) one fully paid and non-assessable share of Class A Common Stock or (ii) one fully paid and non-assessable share of Class C Common Stock upon the election of the holder.
5. At any time upon the election of the holder; provided that (i) any necessary approvals of the Federal Communications Commission have been obtained prior to any conversion, and (ii) no shares of Class B Common Stock will be converted into shares of Class C Common Stock unless the holders of at least a majority of the Class B Common Stock approve such conversion.
6. Of the 16,432,591 shares of Class B Common Stock, (i) 16,195,611 shares are held of record by Fund III, and (ii) 236,980 shares were held of record by HM3 Coinvestors. HM3/GP Partners is the sole general partner of Fund III. GP Partners III is the sole general partner of HM3/GP Partners and HM3 Coinvestors. Fund III Incorporated is the sole general partner of GP Partners III. Fund III Incorporated, GP Partners III and HM3/GP Partners may be deemed to beneficially own all of the securities held directly by Fund III, and Fund III Incorporated and GP Partners III may be deemed to beneficially own all of the securities held directly by HM3 Coinvestors. Each of Fund III Incorporated, GP Partners III and HM3/GP Partners disclaim beneficial ownership of such securities except to the extent of any of their respective pecuniary interest therein.
7. Of the 16,407,398 shares of Class B Common Stock, (i) 16,195,611 shares are held of record by Fund III, and (ii) 211,787 shares are held of record by HM3 Coinvestors. HM3/GP Partners is the sole general partner of Fund III. GP Partners III is the sole general partner of HM3/GP Partners and HM3 Coinvestors. Fund III Incorporated is the sole general partner of GP Partners III. Fund III Incorporated, GP Partners III and HM3/GP Partners may be deemed to beneficially own all of the securities held directly by Fund III, and Fund III Incorporated and GP Partners III may be deemed to beneficially own all of the securities held directly by HM3 Coinvestors. Each of Fund III Incorporated, GP Partners III and HM3/GP Partners disclaim beneficial ownership of such securities except to the extent of any of their respective pecuniary interest therein.
Remarks:
The reporting persons may be deemed to be members of a group with other affiliated entities that collectively are 10% owners. The referenced relationships are described in more detail in Amendment No. 4 to Schedule 13D filed on June 13, 2013 by the reporting persons and, among other persons, Hicks, Muse, Tate & Furst Equity Fund IV, L.P., Hicks, Muse, Tate & Furst Private Equity Fund IV, L.P., Hicks, Muse & Co. Partners, L.P., HM4-EQ Coinvestors, L.P. and John R. Muse (collectively, the "Affiliated LIN Reporting Persons"). The reporting persons disclaim the existence of a group and disclaim beneficial ownership of any securities held by the other Affiliated LIN Reporting Persons.
SEE ATTACHMENTS 06/18/2013
** 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.
rrd383360.xml FORM 4
Schema Version:
X0306
Document Type:
4
Period Of Report:
2013-06-13
Not Subject To Section16:
0

Issuer

Issuer Cik
0001166789
Issuer Name
LIN TV CORP.
Issuer Trading Symbol
NYSE:TVL

Reporting Owner

Reporting Owner Id

Rpt Owner Cik
0001023576
Rpt Owner Name
HICKS MUSE TATE & FURST EQUITY FUND III LP

Reporting Owner Address

Rpt Owner Street1
C/O HICKS, MUSE, TATE & FURST INCORP.
Rpt Owner Street2
200 CRESCENT COURT, SUITE 1600
Rpt Owner City
DALLAS
Rpt Owner State
TX
Rpt Owner Zip Code
75201

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Reporting Owner Id

Rpt Owner Cik
0001041911
Rpt Owner Name
HM3/GP PARTNERS, L.P.

Reporting Owner Address

Rpt Owner Street1
C/O HICKS, MUSE, TATE & FURST INCORP.
Rpt Owner Street2
200 CRESCENT COURT, SUITE 1600
Rpt Owner City
DALLAS
Rpt Owner State
TX
Rpt Owner Zip Code
75201

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Reporting Owner Id

Rpt Owner Cik
0001041910
Rpt Owner Name
HM3 COINVESTORS, L.P.

Reporting Owner Address

Rpt Owner Street1
C/O HICKS, MUSE, TATE & FURST INCORP.
Rpt Owner Street2
200 CRESCENT COURT, SUITE 1600
Rpt Owner City
DALLAS
Rpt Owner State
TX
Rpt Owner Zip Code
75201

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Reporting Owner Id

Rpt Owner Cik
0001041912
Rpt Owner Name
HICKS MUSE GP PARTNERS III LP

Reporting Owner Address

Rpt Owner Street1
C/O HICKS, MUSE, TATE & FURST INCORP.
Rpt Owner Street2
200 CRESCENT COURT, SUITE 1600
Rpt Owner City
DALLAS
Rpt Owner State
TX
Rpt Owner Zip Code
75201

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Reporting Owner Id

Rpt Owner Cik
0001041913
Rpt Owner Name
HICKS MUSE FUND III INC

Reporting Owner Address

Rpt Owner Street1
C/O HICKS, MUSE, TATE & FURST INCORP.
Rpt Owner Street2
200 CRESCENT COURT, SUITE 1600
Rpt Owner City
DALLAS
Rpt Owner State
TX
Rpt Owner Zip Code
75201

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Non Derivative Transaction

Security Title
Class A Common Stock
Transaction Date
2013-06-13

Transaction Coding

Transaction Form Type
4
Transaction Code
C
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
1926499

Footnote Id

@attributes Id
F1
@attributes Id
F2
Transaction Acquired Disposed Code
A
Shares Owned Following Transaction
1926499

Ownership Nature

Direct Or Indirect Ownership

Value
I

Footnote Id

@attributes Id
F1
@attributes Id
F2

Nature Of Ownership

Value
See Footnote

Footnote Id

@attributes Id
F1
@attributes Id
F2
Security Title
Class A Common Stock
Transaction Date
2013-06-13

Transaction Coding

Transaction Form Type
4
Transaction Code
C
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
25193
@attributes Id
F3
Transaction Acquired Disposed Code
A
Shares Owned Following Transaction
1951692

Ownership Nature

Direct Or Indirect Ownership

Value
I
@attributes Id
F3

Nature Of Ownership

Value
See Footnote
@attributes Id
F3

Derivative Transaction

Security Title
Class B Common Stock
@attributes Id
F4
Transaction Date
2013-06-13

Transaction Coding

Transaction Form Type
4
Transaction Code
C
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
1926499

Footnote Id

@attributes Id
F1
@attributes Id
F2
Transaction Acquired Disposed Code
D
@attributes Id
F5
@attributes Id
F5

Underlying Security

Underlying Security Title
Class A Common Stock
Underlying Security Shares
1926499
Shares Owned Following Transaction
16432591

Ownership Nature

Direct Or Indirect Ownership

Value
I
@attributes Id
F6

Nature Of Ownership

Value
See Footnote
@attributes Id
F6
Security Title
Class B Common Stock
@attributes Id
F4
Transaction Date
2013-06-13

Transaction Coding

Transaction Form Type
4
Transaction Code
C
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
25193
@attributes Id
F3
Transaction Acquired Disposed Code
D
@attributes Id
F5
@attributes Id
F5

Underlying Security

Underlying Security Title
Class A Common Stock
Underlying Security Shares
25193
Shares Owned Following Transaction
16407398

Ownership Nature

Direct Or Indirect Ownership

Value
I
@attributes Id
F7

Nature Of Ownership

Value
See Footnote
@attributes Id
F7

Footnote

0
On June 13, 2013, 1,926,499 shares of Class B Common Stock were converted into 1,926,499 shares of Class A Common Stock at the holder's option for no additional consideration. All 1,926,499 shares of Class B Common Stock were held of record by Hicks, Muse, Tate & Furst Equity Fund III, L.P., a Delaware limited partnership ("Fund III"). All 1,926,499 shares of Class A Common Stock are held of record by Fund III. HM3/GP Partners, L.P., a Texas limited partnership ("HM3/GP Partners"), is the sole general partner of Fund III. Hicks Muse GP Partners III, L.P., a Texas limited partnership ("GP Partners III"), is the sole general partner of HM3/GP Partners. (Continued in Footnote 2)
1
Hicks Muse Fund III Incorporated, a Texas corporation ("Fund III Incorporated"), is the sole general partner of GP Partners III. HM3/GP, GP Partners III and Fund III Incorporated may be deemed to beneficially own all of the securities held directly by Fund III. Each of HM3/GP, GP Partners III and Fund III Incorporated disclaim beneficial ownership of such securities except to the extent of any of their respective pecuniary interest therein.
2
On June 13, 2013, 25,193 shares of Class B Common Stock were converted into 25,193 shares of Class A Common Stock at the holder's option for no additional consideration. All 25,193 shares of Class B Common Stock were held of record by HM3 Coinvestors, L.P., a Texas limited partnership ("HM3 Coinvestors"). All 25,193 shares of Class A Common Stock are held of record by HM3 Coinvestors. GP Partners III is the sole general partner of HM3 Coinvestors. Fund III Incorporated is the sole general partner of GP Partners III. GP Partners III and Fund III Incorporated may be deemed to beneficially own all of the securities held directly by HM3 Coinvestors. Each of GP Partners III and Fund III Incorporated disclaim beneficial ownership of such securities except to the extent of any of their respective pecuniary interest therein.
3
Each share of Class B Common Stock is convertible into (i) one fully paid and non-assessable share of Class A Common Stock or (ii) one fully paid and non-assessable share of Class C Common Stock upon the election of the holder.
4
At any time upon the election of the holder; provided that (i) any necessary approvals of the Federal Communications Commission have been obtained prior to any conversion, and (ii) no shares of Class B Common Stock will be converted into shares of Class C Common Stock unless the holders of at least a majority of the Class B Common Stock approve such conversion.
5
Of the 16,432,591 shares of Class B Common Stock, (i) 16,195,611 shares are held of record by Fund III, and (ii) 236,980 shares were held of record by HM3 Coinvestors. HM3/GP Partners is the sole general partner of Fund III. GP Partners III is the sole general partner of HM3/GP Partners and HM3 Coinvestors. Fund III Incorporated is the sole general partner of GP Partners III. Fund III Incorporated, GP Partners III and HM3/GP Partners may be deemed to beneficially own all of the securities held directly by Fund III, and Fund III Incorporated and GP Partners III may be deemed to beneficially own all of the securities held directly by HM3 Coinvestors. Each of Fund III Incorporated, GP Partners III and HM3/GP Partners disclaim beneficial ownership of such securities except to the extent of any of their respective pecuniary interest therein.
6
Of the 16,407,398 shares of Class B Common Stock, (i) 16,195,611 shares are held of record by Fund III, and (ii) 211,787 shares are held of record by HM3 Coinvestors. HM3/GP Partners is the sole general partner of Fund III. GP Partners III is the sole general partner of HM3/GP Partners and HM3 Coinvestors. Fund III Incorporated is the sole general partner of GP Partners III. Fund III Incorporated, GP Partners III and HM3/GP Partners may be deemed to beneficially own all of the securities held directly by Fund III, and Fund III Incorporated and GP Partners III may be deemed to beneficially own all of the securities held directly by HM3 Coinvestors. Each of Fund III Incorporated, GP Partners III and HM3/GP Partners disclaim beneficial ownership of such securities except to the extent of any of their respective pecuniary interest therein.
Remarks:
The reporting persons may be deemed to be members of a group with other affiliated entities that collectively are 10% owners. The referenced relationships are described in more detail in Amendment No. 4 to Schedule 13D filed on June 13, 2013 by the reporting persons and, among other persons, Hicks, Muse, Tate & Furst Equity Fund IV, L.P., Hicks, Muse, Tate & Furst Private Equity Fund IV, L.P., Hicks, Muse & Co. Partners, L.P., HM4-EQ Coinvestors, L.P. and John R. Muse (collectively, the "Affiliated LIN Reporting Persons"). The reporting persons disclaim the existence of a group and disclaim beneficial ownership of any securities held by the other Affiliated LIN Reporting Persons.

Owner Signature

Signature Name
SEE ATTACHMENTS
Signature Date
2013-06-18
rrd344742_389811.htm SIGNATURE OF REPORTING PERSON


> ENT> EX-99.1 2 rrd344742_389811.htm SIGNATURE OF REPORTING PERSON

rrd344742_389811.html

Signature of Reporting Person

HICKS, MUSE, TATE & FURST EQUITY FUND III, L.P.

By:      HM3/GP Partners, L.P., its general partner

By:      Hicks, Muse GP Partners III, L.P., its general partner

By:      Hicks, Muse Fund III Incorporated, its general partner


By:      /s/ David W. Knickel
         --------------------------------------------
         David W. Knickel
         Vice President and Chief Financial Officer
rrd344742_389812.htm JOINT FILER INFORMATION


> ENT> EX-99.2 3 rrd344742_389812.htm JOINT FILER INFORMATION

rrd344742_389812.html

Joint Filer Information

Name of Joint Filer:                  HM3/GP Partners, L.P.

Address of Joint Filer:               c/o Hicks, Muse, Tate & Furst Incorporated
                                      200 Crescent Court, Suite 1600
                                      Dallas, Texas 75201

Designated Filer:                     Hicks, Muse, Tate & Furst Equity Fund III, L.P.

Date of Event Requiring Statement:    June 13, 2013

Issuer Name and Ticker Symbol:        LIN TV Corp. (NYSE: TVL)

Signature:                            HM3/GP Partners, L.P.

                                      By:     Hicks, Muse GP Partners III, L.P., its general partner

                                      By:     Hicks, Muse Fund III Incorporated, its general partner

                                      By:    /s/ David W. Knickel
                                             --------------------------------------------
                                             David W. Knickel
                                             Vice President and Chief Financial Officer

Joint Filer Information

Name of Joint Filer:                  HM3 Coinvestors, L.P.

Address of Joint Filer:               c/o Hicks, Muse, Tate & Furst Incorporated
                                      200 Crescent Court, Suite 1600
                                      Dallas, Texas 75201

Designated Filer:                     Hicks, Muse, Tate & Furst Equity Fund III, L.P.

Date of Event Requiring Statement:    June 13, 2013

Issuer Name and Ticker Symbol:        LIN TV Corp. (NYSE: TVL)

Signature:                            HM3 Coinvestors, L.P.

                                      By:     Hicks, Muse GP Partners III, L.P., its general partner

                                      By:     Hicks, Muse Fund III Incorporated, its general partner

                                      By:    /s/ David W. Knickel
                                             --------------------------------------------
                                             David W. Knickel
                                             Vice President and Chief Financial Officer

Joint Filer Information

Name of Joint Filer:                  Hicks, Muse GP Partners III, L.P.

Address of Joint Filer:               c/o Hicks, Muse, Tate & Furst Incorporated
                                      200 Crescent Court, Suite 1600
                                      Dallas, Texas 75201

Designated Filer:                     Hicks, Muse, Tate & Furst Equity Fund III, L.P.

Date of Event Requiring Statement:    June 13, 2013

Issuer Name and Ticker Symbol:        LIN TV Corp. (NYSE: TVL)

Signature:                            Hicks, Muse GP Partners III, L.P.

                                      By:      Hicks, Muse Fund III Incorporated, its general partner

                                      By:    /s/ David W. Knickel
                                             --------------------------------------------
                                             David W. Knickel
                                             Vice President and Chief Financial Officer

Joint Filer Information

Name of Joint Filer:                  Hicks, Muse Fund III Incorporated

Address of Joint Filer:               c/o Hicks, Muse, Tate & Furst Incorporated
                                      200 Crescent Court, Suite 1600
                                      Dallas, Texas 75201

Designated Filer:                     Hicks, Muse, Tate & Furst Equity Fund III, L.P.

Date of Event Requiring Statement:    June 13, 2013

Issuer Name and Ticker Symbol:        LIN TV Corp. (NYSE: TVL)

Signature:                            Hicks, Muse Fund III Incorporated

                                      By:    /s/ David W. Knickel
                                             --------------------------------------
                                             David W. Knickel
                                             Vice President and Chief Financial Officer
Additional Files
FileSequenceDescriptionTypeSize
0001181431-13-035508.txt   Complete submission text file   27233
$TVL $LIN

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