Statement of Changes in Beneficial Ownership (4)
13 August 2020 - 7:15AM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Thompson Mark |
2. Issuer Name and Ticker or Trading Symbol
NEW YORK TIMES CO
[
NYT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) PRESIDENT & CEO |
(Last)
(First)
(Middle)
THE NEW YORK TIMES COMPANY, 620 EIGHTH AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/10/2020 |
(Street)
NEW YORK, NY 10018
(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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Class A Common Stock | 8/10/2020 | | S | | 79824 | D | $44.769 (1) | 322697 | D | |
Class A Common Stock | 8/10/2020 | | S | | 6000 | D | $45.771 (2) | 316697 | D | |
Class A Common Stock | 8/11/2020 | | M | | 100000 | A | $8.28 | 416697 | D | |
Class A Common Stock | 8/11/2020 | | S | | 100000 | D | $43.70 | 316697 | D | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Option (Right to buy) | $8.28 | 8/11/2020 | | M | | | 100000 | (3) | 11/12/2022 | Class A Common Stock | 100000 | $0.00 | 285604 | D | |
Explanation of Responses: |
(1) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.50 to $45.50 inclusive. The reporting person undertakes to provide to The New York Times Company, any security holder of The New York Times Company, or the staff of the Securities and Exchange Commission, upon request, the information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
(2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.55 to $45.97 inclusive. The reporting person undertakes to provide to The New York Times Company, any security holder of The New York Times Company, or the staff of the Securities and Exchange Commission, upon request, the information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
(3) | Right to buy Class A Common Stock granted under The New York Times Company 2010 Incentive Compensation Plan. 385,604 options were granted on
November 12, 2012 and vested in three equal installments beginning November 12, 2013. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Thompson Mark THE NEW YORK TIMES COMPANY 620 EIGHTH AVENUE NEW YORK, NY 10018 | X |
| PRESIDENT & CEO |
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Signatures
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/s/ Tara Hereich, Attorney-in-Fact for Mark Thompson | | 8/12/2020 |
**Signature of Reporting Person | Date |
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