TRCO Tribune Media Company

[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 * Bigelow Chandler	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) EVP & CFO
(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		121060 (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			27078.7547	(3)	(3)	Class A Common Stock	27078	$46.6874	0	D
Employee Stock Option (right to buy)	$42.85	9/19/2019		D			26478	(4)	2/1/2028	Class A Common Stock	26478	(5)	0	D
Employee Stock Option (right to buy)	$31.98	9/19/2019		D			37878	(6)	2/14/2027	Class A Common Stock	37878	(5)	0	D
Employee Stock Option (right to buy)	$24.53	9/19/2019		D			48728	(7)	2/28/2026	Class A Common Stock	48728	(5)	0	D
Employee Stock Option (right to buy)	$44.08	9/19/2019		D			10360	(8)	2/11/2025	Class A Common Stock	10360	(5)	0	D
Employee Stock Option (right to buy)	$40.65	9/19/2019		D			13363	(9)	5/7/2023	Class A Common Stock	13363	(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 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.
(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 beginning on 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.
(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 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.
(9)	The option, which provided for vesting in four equal annual installments on each anniversary of March 1, 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.

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

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

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