Edgar Filing: Rosen Andrew S.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â MUSE JOHN R

2. Date of Event Requiring Statement (Month/Day/Year)
09/18/2012

3. Issuer Name and Ticker or Trading Symbol
LIN TV CORP. [TVL]

(Last)

(First)

(Middle)

200 CRESCENT COURT, SUITE 1600

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

DALLAS,Â TXÂ 75201

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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 control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class C Common Stock	Â ⁽¹⁾	Â ⁽²⁾	Class A Common Stock	1	$ ⁽⁴⁾	I ⁽⁶⁾ ⁽⁹⁾ ⁽¹⁰⁾	See Footnote ⁽⁹⁾ ⁽¹⁰⁾
Class B Common Stock	Â ⁽³⁾	Â ⁽²⁾	Class A Common Stock or Class B Common Stock	23,300,739	$ ⁽⁵⁾	I ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾	See Footnote ⁽⁹⁾ ⁽¹⁰⁾
Class B Common Stock	Â ⁽³⁾	Â ⁽²⁾	Class A Common Stock or Class B Common Stock	64,097	$ ⁽⁵⁾	D ⁽¹¹⁾	Â
Class B Common Stock	Â ⁽³⁾	Â ⁽²⁾	Class A Common Stock or Class B Common Stock	1,404	$ ⁽⁵⁾	I ⁽¹²⁾	See Footnote ⁽¹³⁾
Class B Common Stock	Â ⁽³⁾	Â ⁽²⁾	Class A Common Stock or Class B Common Stock	10,085	$ ⁽⁵⁾	I ⁽¹³⁾	See Footnote ⁽¹³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MUSE JOHN R 200 CRESCENT COURT, SUITE 1600 DALLAS,Â TXÂ 75201	Â X	Â X	Â	Â
Rosen Andrew S. 200 CRESCENT COURT, SUITE 1600 DALLAS,Â TXÂ 75201	Â	Â X	Â	Â

Signatures

/s/ Katherine M. Whalen attorney-in-fact for John R. Muse		09/28/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	All shares of Class C Common Stock will automatically convert into shares of Class A Common Stock on the date that at least a majority of the shares of Class B Common Stock have been converted into shares of Class A Common Stock.
(2)	Not applicable.
(3)	At any time upon the election of the holder; provided, that (i) any necessary approvals of the Federal Communications Commission have been obtained prior to any conversion, and (ii) no shares of Class B Common Stock will be converted into shares of Class C Common Stock unless the holders of at least a majority of the Class B Common Stock approve such conversion.
(4)	Each share of Class C Common Stock is convertible into one fully paid and non-assessable share of Class A Common Stock for no additional consideration.
(5)	Each share of Class B Common Stock is convertible into (i) one fully paid and non-assessable share of Class A Common Stock or (ii) one fully paid and non-assessable share of Class C Common Stock upon the election of the holder.
(6)	Directly owned by Hicks, Muse, Tate & Furst Equity Fund III, L.P., a limited partnership of which the ultimate general partner is Hicks Muse Fund III Incorporated.
(7)	Represents the aggregate of (i) 18,122,110 shares of class B common stock held of record by Hicks, Muse, Tate & Furst Equity Fund III, L.P., a limited partnership of which the ultimate general partner is Hicks Muse Fund III Incorporated, (ii) 236,980 shares of class B common stock held of record by HM3 Coinvestors, L.P., a limited partnership of which the ultimate general partner is Hicks Muse Fund III Incorporated, (iii) 4,692,329 shares of class B common stock held of record by Hicks, Muse, Tate & Furst Equity Fund IV, L.P., a limited partnership of which the ultimate general partner is Hicks, Muse Latin America Fund I Incorporated, (iv) 31,562 shares of class B common stock held of record by Hicks, Muse, Tate & Furst Private Equity Fund IV, L.P., a limited partnership of which the ultimate general partner is Hicks, Muse Latin America Fund I Incorporated, [continued in footnote 8]
(8)	(v) 72,820 shares of class B common stock held of record by HM4-EQ Coinvestors, L.P., a limited partnership of which the ultimate general partner is Hicks, Muse Fund IV, LLC, (vi) 13,016 shares of class B common stock held of record by HM4-EN Coinvestors, L.P., a limited partnership of which the ultimate general partner is Hicks, Muse Fund IV, LLC, (vii) 8,329 shares of class B common stock held of record by HM4-P Coinvestors, L.P., a limited partnership of which the ultimate general partner is Hicks, Muse Fund IV, LLC, (viii) 127 shares of class B common stock held of record by HM 1-FOF Coinvestors, L.P., a limited partnership of which the ultimate general partner is Hicks, Muse Latin America Fund I Incorporated, and (ix) 123,466 shares of class B common stock held of record by Hicks, Muse & Co. Partners, L.P., a limited partnership of which the ultimate general partner is HM Partners Inc.
(9)	John R. Muse is (a) the sole shareholder and an executive officer of Hicks, Muse Fund III Incorporated and Hicks, Muse Latin America Fund I Incorporated, (b) the sole member and an executive officer of Hicks, Muse Fund IV, LLC and (c) the majority stockholder, a director and an executive officer of HM Partners Inc. In addition, Mr. Muse and Andrew S. Rosen are the voting members of a committee that exercises voting and dispositive powers over the LIN TV securities held by the entities described in footnotes 6, 7 and 8 above, each of which are affiliated with HM Capital Partners I LP ("HMC").
(10)	Messrs. Muse and Rosen are current partners of HMC. As a result of the foregoing, Mr. Muse and Mr. Rosen may be indirect beneficial owners of a portion of the shares of common stock beneficially owned by the HMC affiliates described above. Each of Mr. Muse and Mr. Rosen disclaim beneficial ownership except to the extent of any of their respective pecuniary interest therein.
(11)	Directly owned by Mr. Muse.
(12)	Directly owned by Muse Family Enterprises, Ltd. Indirectly beneficially owned by Mr. Muse. Mr. Muse disclaims beneficial ownership except to the extent of any pecuniary interest therein.
(13)	Directly owned by JRM Interim Investors LP. Indirectly beneficially owned by Mr. Muse. Mr. Muse disclaims beneficial ownership except to the extent of any pecuniary interest therein.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.