Nexstar Media Group Inc. (NASDAQ:NXST): Peter S. Park’s Park West Asset Management filed an amended 13D.
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You can access the original SEC filing by clicking here.
Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Park West Asset Management | 2,463,982 | 0 | 2,463,982 | 0 | 2,463,982 | 5.2% |
Peter S. Park | 2,463,982 | 0 | 0 | 0 | 2,463,982 | 5.2% |
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Page 1 of 9 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
NEXSTAR MEDIA GROUP, inc. |
(Name of Issuer) |
CLASS A Common Stock, $0.01 par value per share |
(Title of Class of Securities) |
65336K103 |
(CUSIP Number) |
September 7, 2017 |
(Date of Event Which Requires Filing of this |
Check the appropriate box to designate the
rule pursuant to which this Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
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Page 2 of 9 – SEC Filing
CUSIP No. 65336K103 | |||||||
(1) Names of Reporting Persons | |||||||
Park West Asset Management LLC | |||||||
(2) Check the Appropriate Box if a Member of a Group | (a) [ ] | ||||||
(b) [ ] | |||||||
(3) SEC Use Only | |||||||
(4) Citizenship or Place of Organization | |||||||
Delaware | |||||||
Number of Shares Beneficially Owned By Each Reporting Person With | |||||||
(5) Sole Voting Power: | 2,463,982* | ||||||
(6) Shared Voting Power: | 0 | ||||||
(7) Sole Dispositive Power: | 2,463,982* | ||||||
(8) Shared Dispositive Power: | 0 | ||||||
(9) Aggregate Amount Beneficially Owned by Each Reporting Person | |||||||
2,463,982* | |||||||
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): | |||||||
[ ] | |||||||
(11) Percent of Class Represented by Amount in Row (9) | |||||||
5.2%* | |||||||
(12) Type of Reporting Person | |||||||
IA | |||||||
* Beneficial
ownership percentage is based upon 46,218,124 shares
of Class A Common Stock, $0.01 par value per share (“Common Stock”), of Nexstar Media Group, Inc., a Delaware corporation
(the “Company”), issued and outstanding as of August 7, 2017, based on information reported by the Company in its
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2017. Park West Asset Management
LLC (“PWAM”) is the investment manager to Park West Investors Master Fund, Limited, a Cayman Islands exempted company
(“PWIMF”), and Park West Partners International, Limited, a Cayman Islands exempted company (“PWPI” and,
collectively with PWIMF, the “PW Funds”), and Peter S. Park (“Mr. Park” and, collectively with PWAM, the
“Reporting Persons”) is the sole member and manager of PWAM. As of September 7, 2017, PWIMF held 1,302,335 shares
of Common Stock of the Company and options to purchase up to 887,200 shares of Common Stock of the Company and PWPI held 161,647
shares of Common Stock of the Company and options to purchase up to 112,800 shares of Common Stock of the Company. As a result
of the foregoing, for purposes of Reg. Section 240.13d-3, the Reporting Persons may be deemed to beneficially own the 1,463,982
shares of Common Stock of the Company and the 1,000,000 shares of Common Stock of the Company underlying the options held in the
aggregate by the PW Funds, or 5.2% of the shares of Common Stock of the Company deemed to be issued and outstanding as of September
7, 2017.
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Page 3 of 9 – SEC Filing
CUSIP No. 65336K103 | |||||||
(1) Names of Reporting Persons | |||||||
Peter S. Park | |||||||
(2) Check the Appropriate Box if a Member of a Group | (a) [ ] | ||||||
(b) [ ] | |||||||
(3) SEC Use Only | |||||||
(4) Citizenship or Place of Organization | |||||||
United States of America | |||||||
Number of Shares Beneficially Owned By Each Reporting Person With | |||||||
(5) Sole Voting Power: | 2,463,982* | ||||||
(6) Shared Voting Power: | 0 | ||||||
(7) Sole Dispositive Power:0 | 2,463,982* | ||||||
(8) Shared Dispositive Power: | 0 | ||||||
(9) Aggregate Amount Beneficially Owned by Each Reporting Person | |||||||
2,463,982* | |||||||
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): | |||||||
[ ] | |||||||
(11) Percent of Class Represented by Amount in Row (9) | |||||||
5.2%* | |||||||
(12) Type of Reporting Person | |||||||
IN | |||||||
* Beneficial
ownership percentage is based upon 46,218,124 shares
of Common Stock of the Company, issued and outstanding as of August 7, 2017, based on information reported by the Company in its
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2017. PWAM is the investment manager
to the PW Funds, and Mr. Park is the sole member and manager of PWAM. As of September 7, 2017, PWIMF held 1,302,335 shares of
Common Stock of the Company and options to purchase up to 887,200 shares of Common Stock of the Company and PWPI held 161,647
shares of Common Stock of the Company and options to purchase up to 112,800 shares of Common Stock of the Company. As a result
of the foregoing, for purposes of Reg. Section 240.13d-3, the Reporting Persons may be deemed to beneficially own the 1,463,982
shares of Common Stock of the Company and the 1,000,000 shares of Common Stock of the Company underlying the options held in the
aggregate by the PW Funds, or 5.2% of the shares of Common Stock of the Company deemed to be issued and outstanding as of September
7, 2017.
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Page 4 of 9 – SEC Filing
Item 1(a). Name Of Issuer: Nexstar Media Group, Inc. (the “Company”) | |
Item 1(b). Address of Issuer’s Principal Executive Offices: | |
545 E. John Carpenter Freeway Suite 700 Irving, Texas 75062 | |
Item 2(a). Name of Person Filing: | |
This report on The 1,463,982 shares of Common Stock of the Company and the 1,000,000 shares of Common Stock of the Company underlying | |
Item 2(b). Address of Principal Business Office or, if None, Residence: | |
The address for the Reporting | |
Item 2(c). Citizenship: | |
PWAM is organized under | |
Item 2(d). Title of Class of Securities: | |
Class A Common Stock, $0.01 par value per share. | |
Item 2(e). CUSIP No.: | |
65336K103 |
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Page 5 of 9 – SEC Filing
Item 3. If This Statement Is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a: | |||||
Not Applicable. | |||||
Item 4. Ownership: | |||||
(a) Amount Beneficially Owned: | 2,463,982* | ||||
(b) Percent of Class: | 5.2%* | ||||
(c) Number of Shares as to which such person has: | |||||
(i) Sole power to vote or to direct the vote: | 2,463,982* | ||||
(ii) Shared power to vote or to direct the vote: | 0 | ||||
(iii) Sole power to dispose or to direct the disposition of: | 2,463,982* | ||||
(iv) Shared power to dispose or to direct the disposition of: | 0 | ||||
* This Schedule 13G is being jointly filed by (i) PWAM, a Delaware limited liability company and the investment manager to (a) The 1,463,982 shares of Common Stock of the Company and the 1,000,000 shares of Common Stock of the Company underlying |
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Page 6 of 9 – SEC Filing
Item 5. Ownership of Five Percent or Less of a Class: | |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ] | |
Item 6. Ownership of More Than Five Percent on Behalf of Another Person: | |
Not Applicable. | |
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: | |
Not Applicable. | |
Item 8. Identification and Classification of Members of the Group: | |
Not Applicable. | |
Item 9. Notice of Dissolution of Group: | |
Not Applicable. | |
Item 10. Certification: | |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
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Page 7 of 9 – SEC Filing
SIGNATURE
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
September 18, 2017 | |||
PARK WEST ASSET MANAGEMENT LLC | |||
By: | /s/ Grace Jimenez | ||
Name: Grace Jimenez | |||
Title: Chief Financial Officer |
/s/ Peter S. Park | ||||
Peter S. Park | ||||
Attention: Intentional misstatements or omissions
of fact constitute
Federal criminal violations (See 18 U.S.C.
1001)
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Page 8 of 9 – SEC Filing
Exhibit Index
Exhibit | Page |
A. Joint Filing Agreement, dated as of | 10 |
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Page 9 of 9 – SEC Filing
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below
agree to the joint filing on behalf of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares
of Class A Common Stock, $0.01 par value per share, of Nexstar Media Group, Inc., a Delaware corporation, and further agree that
this Joint Filing Agreement be included as Exhibit A to such Schedule 13G. In evidence thereof, the undersigned hereby execute
this agreement this 18th day of September, 2017.
/s/ Peter S. Park | ||||
Peter S. Park | ||||
PARK WEST ASSET MANAGEMENT LLC | |||
By: | /s/ Grace Jimenez | ||
Name: Grace Jimenez | |||
Title: Chief Financial Officer |