SEC Info - McDonough James D - ‘3’ for 12/29/06 re: Sun-Times Media Group Inc.

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

McDonough James D

(Last)

(First)

(Middle)

C/O SUN-TIMES MEDIA GROUP, INC.

350 NORTH ORLEANS, 10-S

(Street)

CHICAGO

60654

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/29/06

3. Issuer Name and Ticker or Trading Symbol
SUN-TIMES MEDIA GROUP INC [ SVN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
V.P., General Counsel & Secy.

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

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 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)
Class A Common Stock	2,019	D

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Deferred Stock Units granted January 26, 2005	⁽¹⁾ ⁽²⁾ ⁽³⁾	⁽¹⁾ ⁽²⁾ ⁽³⁾	Common Stock, Class A	3,335	⁽⁴⁾	D
Deferred Stock Units granted December 9, 2005	⁽¹⁾ ⁽²⁾ ⁽³⁾	⁽¹⁾ ⁽²⁾ ⁽³⁾	Common Stock, Class A	5,250	⁽⁴⁾	D

Explanation of Responses:

(1) The Deferred Stock Units were issued pursuant to the 1999 Stock Incentive Plan of Sun-Times Media Group, Inc. (the "Company"). Upon the vesting of the Deferred Stock Units, the Company shall transfer to the Reporting Person one share of common stock for each Deferred Stock Unit held by the Reporting Person. Deferred Stock Units shall vest in accordance with the following schedule: (i) 25% of the Deferred Stock Units awarded shall vest and become nonforfeitable on each of the first, second, third and fourth anniversaries of the grant date, unless forfeited earlier under paragraph (v) below; (ii) upon the Reporting Person's termination of employment by death or permanent disability, the Deferred Stock Units which have not yet vested shall vest and become nonforfeitable on the date of such death or permanent disability;

(2) (iii) upon the Reporting Person's termination of employment by reason of retirement from the Company or its subsidiaries at or after attaining the age of 59 1/2 and after having served as an employee of the Company or its subsidiaries for at least five continuous years, the Deferred Stock Units which have not yet vested shall vest and become nonforfeitable on such termination of employment; (iv) upon a change in control of the Company, the Deferred Stock Units which have not yet vested shall vest and become nonforfeitable on the date of such change of control unless forfeited earlier under paragraph (v) below; or

(3) or (v) unless the Compensation Committee of the Company determines otherwise in its sole discretion, if the Reporting Person's employment with the Company terminates for any reason other than paragraphs (i), (ii) or (iii) above, the Deferred Stock Units which have not vested as of the date of such termination of employment shall be permanently forfeited on such termination date.

(4) 1-for-1

Remarks:

Exh. 24.1 Power of Attorney

	/s/James D. McDonough	1/4/07
	** Signature of Reporting Person	Date
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 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).
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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McDonough James D – ‘3’ for 12/29/06 re: Sun-Times Media Group Inc.

On: Thursday, 1/4/07, at 5:33pm ET · For: 12/29/06 · As: Officer · Accession #: 950142-7-65 · File #: 1-14164

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents

‘3’ — Form 4 — form3_mcdonoughex.xml/2.2

This ‘3’ Document is an XML Data File that may be rendered in various formats:

McDonough James D – ‘3’ for 12/29/06 re: Sun-Times Media Group Inc.

On: Thursday, 1/4/07, at 5:33pm ET · For: 12/29/06 · As: Officer · Accession #: 950142-7-65 · File #: 1-14164

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34Filing Table of Contents

‘3’ — Form 4 — form3_mcdonoughex.xml/2.2

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents