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Ownership Document
|
| Schema Version: X0202 |
| Document Type: 3 |
| Period of Report: 12/29/06 |
| No Securities Owned: 0 |
| Issuer: |
| Issuer CIK: 868512 |
| Issuer Name: SUN-TIMES MEDIA GROUP INC |
| Issuer Trading Symbol: SVN |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1384986 |
| | Owner Name: McDonough James D |
| Reporting Owner Address: |
| | Owner Street 1: C/O SUN-TIMES MEDIA GROUP, INC. |
| | Owner Street 2: 350 NORTH ORLEANS, 10-S |
| | Owner City: CHICAGO |
| | Owner State: IL |
| | Owner ZIP Code: 60654 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: V.P., General Counsel & Secy. |
| Non-Derivative Table: |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 2019 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Table: |
| Derivative Holding: |
| | Security Title: |
| | | Value: Deferred Stock Units granted January 26, 2005 |
| | Conversion or Exercise Price: |
| | | Footnote ID: F4 |
| | Exercise Date: |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | | Footnote ID: F3 |
| | Expiration Date: |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | | Footnote ID: F3 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock, Class A |
| | | Underlying Security Shares: |
| Value: 3,335 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Deferred Stock Units granted December 9, 2005 |
| | Conversion or Exercise Price: |
| | | Footnote ID: F4 |
| | Exercise Date: |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | | Footnote ID: F3 |
| | Expiration Date: |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | | Footnote ID: F3 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock, Class A |
| | | Underlying Security Shares: |
| Value: 5,250 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: 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; |
| Footnote - F2: (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 |
| Footnote - F3: 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. |
| Footnote - F4: 1-for-1 |
| Remarks: Exh. 24.1 Power of Attorney |
| Owner Signature: |
| Signature Name: /s/James D. McDonough |
| Signature Date: 1/4/07 |
