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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.  )*

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

☐  Rule 13d-1(b)

☒  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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* Beneficial ownership percentage is based upon 30,687,604 shares of Class A Common Stock, $0.01 par value per share (“Common Stock”), of Nexstar Broadcasting Group, Inc., a Delaware corporation (the “Company”), issued and outstanding as of August 8, 2016, 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, 2016.  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 November 1, 2016, PWIMF held 643,874 shares of Common Stock of the Company and options to purchase up to 881,700 shares of Common Stock of the Company and PWPI held 86,426 shares of Common Stock of the Company and options to purchase up to 118,300 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 730,300 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 5.5% of the shares of Common Stock of the Company deemed to be issued and outstanding as November 1, 2016.

 

 

* Beneficial ownership percentage is based upon 30,687,604 shares of Common Stock of the Company, issued and outstanding as of August 8, 2016, 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, 2016.  PWAM is the investment manager to the PW Funds, and Mr. Park is the sole member and manager of PWAM.  As of November 1, 2016, PWIMF held 643,874 shares of Common Stock of the Company and options to purchase up to 881,700 shares of Common Stock of the Company and PWPI held 86,426 shares of Common Stock of the Company and options to purchase up to 118,300 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 730,300 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 5.5% of the shares of Common Stock of the Company deemed to be issued and outstanding as November 1, 2016.

 

 

Item 1(a).  Name Of Issuer: Nexstar Broadcasting Group, Inc. (the “Company”)

 

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:		1,730,300*
	(b)	Percent of Class:		5.5%*
	(c)	Number of Shares as to which the person has:
		(i)	sole power to vote or to direct the vote:	1,730,300*
		(ii)	shared power to vote or to direct the vote	0
		(iii)	sole power to dispose or to direct the disposition of:	1,730,300*
		(iv)	shared power to dispose or to direct the disposition of	0

 

 

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.

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Item 8.  Identification and Classification of Members of the Group.

Item 9.  Notice of Dissolution of Group.

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.

 

 

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.

 

 

Attention:  Intentional misstatements or omissions of fact constitute

Federal criminal violations (See 18 U.S.C. 1001)

 

 

Exhibit Index

 

 

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 Broadcasting 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 14th day of November, 2016.

 

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