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) 04/15/2010 | ||||||||||||||||||||||||||
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 | 04/15/2010 | M | 4,688(1) | A | (2) | 15,543 | D | |||
Series A Common Stock | 04/15/2010 | D(3) | 1,876(3) | D | $7.99 | 13,667 | D | |||
Series A Common Stock | 04/15/2010 | M | 1,267(4) | A | (2) | 14,934 | D | |||
Series A Common Stock | 04/15/2010 | D(3) | 507(3) | D | $7.99 | 14,427 | D | |||
Series A Common Stock | 960 | I | By Spouse(5) | |||||||
Series A Common Stock | 11,129 | I | By Family LLC(6) | |||||||
Series A Common Stock | 981 | I | By 401k Account(7) |
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)(8) | (2) | 04/15/2010 | M | 4,688 | (9) | (9) | Series A Common Stock | 4,688(2) | $0 | 0 | D | ||||
Restricted Stock Units (Performance-Related)(10) | (2) | 04/15/2010 | M | 1,267 | (11) | (11) | Series A Common Stock | 1,267(2) | $0 | 0 | D |
Explanation of Responses: |
1. The number of shares shown represents the time-based restricted stock units (TBRSUs) that vested and were paid on April 15, 2010. These TBRSUs were awarded on February 27, 2007. |
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 April 15, 2010. Pursuant to SEC guidance settlement of the cash portion is deemed a disposition of shares to the Company. |
4. The number of shares shown represents the portion of the December 2006 performance-related restricted stock units (PBRSUs) that vested and were paid on April 15, 2010. These PBRSUs were awarded in December 2006, as described below in footnote 10. |
5. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
6. The reporting person is the manager 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. |
7. Held by the A. H. Belo Savings Plan as of April 15, 2010. |
8. These TBRSUs were awarded on February 27, 2007. |
9. These TBRSUs vest 100% and are paid as soon as practicable following the annual earnings release date for the fiscal year ended December 31, 2009. |
10. These PBRSUs were awarded in December 2006. The actual number of PBRSUs earned was determined on February 26, 2008. |
11. One-third of the original PBRSUs vest and are paid as soon as practicable following each annual earnings release date for the fiscal years ended December 31, 2007, 2008 and 2009. |
Kay F. Stockler, Attorney-In-Fact | 04/16/2010 | |
** 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. |