SEC Info - Stoklosa Gregory A - ‘4’ for 3/14/06 re: Sun-Times Media Group Inc.

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

STOKLOSA GREGORY A

(Last)

(First)

(Middle)

C/O SUN-TIMES MEDIA GROUP, INC.

350 NORTH ORLEANS, 10-S

(Street)

CHICAGO

60654

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice President, CFO

3. Date of Earliest Transaction (Month/Day/Year)
3/14/06

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	3/14/06		M		5,000	A	⁽¹⁾	5,000	D
Class A Common Stock	3/14/06		F		2,222	D	$8.65 ⁽²⁾	2,778	D
Class A Common Stock	12/9/06		M		4,360	A	⁽³⁾	7,138	D
Class A Common Stock	12/9/06		F		1,938	D	$4.8 ⁽⁴⁾	5,200	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock Units	⁽⁵⁾	3/14/06		M			5,000	⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾	⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾	Common Stock, Class A	5,000	⁽⁹⁾	32,442	D
Deferred Stock Units	⁽⁵⁾	12/9/06		M			4,360	⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾	⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾	Common Stock, Class A	4,360	⁽⁹⁾	28,082	D

Explanation of Responses:

(1) On March 14, 2006, Sun-Times Media Group, Inc. (the "Company") issued 5,000 shares of its Class A Common Stock to the Reporting Person on the settlement of an equal number of Deferred Stock Units previously issued by the Company to the Reporting Person.

(2) The Reporting Person's Deferred Stock Units reported in this report vested on March 14, 2006. As such the market price of the Company's Class A Common Stock on such date is used for tax reporting and withholding purposes.

(3) On December 9, 2006, the Company issued 4,360 shares of its Class A Common Stock to the Reporting Person on the settlement of an equal number of Deferred Stock Units previously issued by the Company to the Reporting Person.

(4) The Reporting Person's Deferred Stock Units reported in this report vested on December 9, 2006. As such the market price of the Company's Class A Common Stock on such date is used for tax reporting and withholding purposes.

(5) 1-for-1

(6) The Deferred Stock Units were issued pursuant to the Company's 1999 Stock Incentive Plan. 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;

(7) (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 (as defined in the Reporting Person's Deferred Stock Unit Agreement dated as of March 14, 2005), 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

(8) (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.

(9) Not applicable.

Remarks:

EXHIBIT LIST Exhibit 24.1 -- Power of Attorney

	/s/ Gregory A. Stoklosa	2/8/07
	** 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 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.
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 Number.

____________ Transaction Codes:
F	Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3.
M	Exercise or conversion of derivative security exempted pursuant to Rule 16b-3.

Stoklosa Gregory A – ‘4’ for 3/14/06 re: Sun-Times Media Group Inc.

On: Thursday, 2/8/07, at 2:43pm ET · For: 3/14/06 · As: Officer · Accession #: 950142-7-444 · File #: 1-14164

Previous ‘4’: ‘4’ on 2/9/06 for 12/9/05 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

‘4’ — Statement of Changes in Beneficial Ownership of Securities by an Insider — form4_gas031406ex.xml/2.2