Statement of Changes in Beneficial Ownership (4)
December 11 2018 - 12:36PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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hours per response...
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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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1. Name and Address of Reporting Person
*
OHARA MICHAEL JOSEPH
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2. Issuer Name
and
Ticker or Trading Symbol
A. H. Belo Corp
[
AHC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
SVP/CIO
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(Last)
(First)
(Middle)
1954 COMMERCE STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/10/2018
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(Street)
DALLAS, TX 75201
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Series A Common Stock
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12/10/2018
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M
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1967
(1)
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A
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(2)
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1967
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D
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Series A Common Stock
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12/10/2018
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D
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1967
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D
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$4.15
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0
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D
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Series A Common Stock
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12/10/2018
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M
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3600
(1)
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A
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(2)
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3600
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D
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Series A Common Stock
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12/10/2018
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D
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3600
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D
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$4.15
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0
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D
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Series A Common Stock
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12/10/2018
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M
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7281
(1)
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A
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(2)
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7281
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D
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Series A Common Stock
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12/10/2018
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D
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7281
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D
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$4.15
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units (Time-Based)
(3)
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(2)
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12/10/2018
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M
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1967
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(1)
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(1)
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Series A Common Stock
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1967
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$0.00
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0
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D
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Restricted Stock Units (Time-Based)
(4)
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(2)
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12/10/2018
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M
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3600
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(1)
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(1)
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Series A Common Stock
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3600
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$0.00
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0
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D
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Restricted Stock Units (Time-Based)
(5)
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(2)
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12/10/2018
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M
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7281
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(1)
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(1)
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Series A Common Stock
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7281
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$0.00
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0
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D
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Explanation of Responses:
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(1)
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Effective December 10, 2018, the Board of Directors of the Company accelerated the vesting of all outstanding time-based restricted stock units (TBRSUs) held by the Reporting Person and converted the payment of each TBRSU into the right to receive cash in an amount equal to the closing market price of a share of the Company's Series A Common Stock on the New York Stock Exchange on December 10, 2018. The number of shares shown represents the TBRSUs that vested on December 10, 2018.
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(2)
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Each TBRSU represented the right to receive the cash value of one share of A. H. Belo Corporation Series A Common Stock on the vesting date. Upon vesting, no additional purchase price was payable by the Reporting Person.
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(3)
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These TBRSUs were awarded March 3, 2016.
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(4)
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These TBRSUs were awarded on March 2, 2017.
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(5)
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These TBRSUs were awarded on March 1, 2018.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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OHARA MICHAEL JOSEPH
1954 COMMERCE STREET
DALLAS, TX 75201
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SVP/CIO
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Signatures
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/s/ Christine E. Larkin, Attorney-In-Fact
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12/11/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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