FORM 4
[X] 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
                      

1. Name and Address of Reporting Person *

Wert Lawrence		 2. Issuer Name and Ticker or Trading Symbol

TRIBUNE MEDIA CO [ TRCO ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President, Broadcast Media
(Last)          (First)          (Middle)

C/O TRIBUNE MEDIA COMPANY, 515 N. STATE STREET, SUITE 2400		 3. Date of Earliest Transaction (MM/DD/YYYY)

9/19/2019
(Street)

CHICAGO, IL 60654
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Class A Common Stock  9/19/2019    D    57113 (1) D $46.6874  0  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Restricted Stock Units   (2) 9/19/2019    D        36010.1881    (3)  (3) Class A Common Stock  36010  $46.6874  0  D   
Employee Stock Option (right to buy)  $40.65  9/19/2019    D        14032    (4) 5/7/2023  Class A Common Stock  14032   (5) 0  D   
Employee Stock Option (right to buy)  $44.08  9/19/2019    D        12433    (6) 2/11/2025  Class A Common Stock  12433   (5) 0  D   
Employee Stock Option (right to buy)  $24.53  9/19/2019    D        34110    (7) 2/8/2026  Class A Common Stock  34110   (5) 0  D   
Employee Stock Option (right to buy)  $37.01  9/19/2019    D        118900    (8) 8/3/2026  Class A Common Stock  118900   (5) 0  D   
Employee Stock Option (right to buy)  $31.98  9/19/2019    D        32196    (9) 2/14/2027  Class A Common Stock  32196   (5) 0  D   
Employee Stock Option (right to buy)  $42.85  9/19/2019    D        22506    (10) 2/1/2028  Class A Common Stock  22506   (5) 0  D   

Explanation of Responses:
(1)  Disposed of for $46.687397 per share pursuant to the terms of that certain Agreement and Plan of Merger, dated as of November 30, 2018, by and among Tribune Media Company, Nextar Media Group, Inc. and Titan Merger Sub, Inc. (the "Merger Agreement"). All terms capitalized but not defined shall have the respective meanings given to them in the Merger Agreement.
(2)  Restricted Stock Units ("RSUs") convert into shares of Class A Common Stock upon vesting on a one-for-one basis.
(3)  Pursuant to the terms of the Merger Agreement, each RSU, whether or not vested, immediately vested and was cancelled and converted into the right to receive a cash payment equal to the product of the total number of shares of Company Stock underlying such RSUs multiplied by the Merger Consideration (the "RSU Consideration"), except that RSUs granted on or after December 1, 2018 (other than RSUs required to be granted pursuant to employment agreements or offer letters) that were unvested as of the effective time of the Merger immediately vested in part on a prorated basis and were cancelled and converted into the right to receive the RSU Consideration on a prorated basis.
(4)  The option, which provided for vesting in four equal annual installments on each anniversary of May 7, 2013, was canceled in the Merger in exchange for a cash payment of $6.037397 per share subject to such option, representing the excess of the Merger Consideration over the exercise price of the option.
(5)  Pursuant to the Merger Agreement, each option that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested or exercisable, was automatically canceled as of the Effective Time and converted into the right to receive a cash payment equal to the excess, if any, of the value of the Merger Consideration over the exercise price per share of such option, without any interest and subject to all applicable withholding. Each option for which, as of the Effective Time, the exercise price of such option was greater than or equal to the Merger Consideration was automatically cancelled as of the Effective Time without any consideration being paid in respect thereof.
(6)  The option, which provided for vesting in four equal annual installments on each anniversary of February 11, 2015, was canceled in the Merger in exchange for a cash payment of $2.607397 per share subject to such option, representing the excess of the Merger Consideration over the exercise price of the option.
(7)  The option, which provided for vesting in four equal annual installments on each anniversary of February 8, 2016, was canceled in the Merger in exchange for a cash payment of $22.157397 per share subject to such option, representing the excess of the Merger Consideration over the exercise price of the option.
(8)  The option, which vested on December 31, 2018, was canceled in the Merger in exchange for a cash payment of $9.677397 per share subject to such option, representing the excess of the Merger Consideration over the exercise price of the option.
(9)  The option, which provided for vesting in four equal annual installments beginning February 14, 2018, was canceled in the Merger in exchange for a cash payment of $14.707397 per share subject to such option, representing the excess of the Merger Consideration over the exercise price of the option.
(10)  The option, which provided for vesting in four equal annual installments beginning February 1, 2019, was canceled in the Merger in exchange for a cash payment of $3.837397 per share subject to such option, representing the excess of the Merger Consideration over the exercise price of the option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Wert Lawrence
C/O TRIBUNE MEDIA COMPANY
515 N. STATE STREET, SUITE 2400
CHICAGO, IL 60654

President, Broadcast Media

Signatures
/s/ Erin Conroy, Attorney-in-Fact for Lawrence Wert 9/20/2019
**Signature of Reporting Person Date


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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.
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