FORM 4
[ 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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2008
Estimated average burden
hours per response... 0.5
                      
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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

FITZSIMONS DENNIS J 		2. Issuer Name and Ticker or Trading Symbol

TRIBUNE CO [ TRB ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman, President / & CEO
(Last)          (First)          (Middle)

TRIBUNE COMPANY, 435 N. MICHIGAN AVE. 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/20/2007
(Street)

CHICAGO, IL 60611
(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
Common Stock   12/20/2007     G   V 25000.   D $34.00   344003.24   D    
Common Stock   12/20/2007     D    344003.24   D $34.00   0   D    
Common Stock   12/20/2007     D    17245.74   D $34.00   0   I   401(k) Savings Plan  
Common Stock   12/20/2007     D    1029.   D $34.00   0   I   Daughter Trust (Christine)  
Common Stock   12/20/2007     D    1029.   D $34.00   0   I   Daughter Trust (Jeanne)  
Common Stock   12/20/2007     D    1029.   D $34.00   0   I   Son Trust  

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
Option/Right to buy   $0   (1) 12/20/2007     D        300000.      (2)   (3) Common Stock   300000.   $0   (2) 0   D    
Phantom Share Units   (4) $0   (5) 12/20/2007     D        28402.58      (5)   (5) Common Stock   28402.58   $0   (5) 0   D    

Explanation of Responses:
( 1)  Exercise price is $31.61.
( 2)  Pursuant to the Merger Agreement dated as of April 1, 2007, this option, which provided for vesting in three annual installments beginning February 14, 2007, became fully vested and converted into the right to receive at the effective time a cash payment of $2.84 per share representing the difference between the exercise price of the option ($31.16 per share) and the merger consideration ($34 per share).
( 3)  The option expires on 02/14/2014.
( 4)  Phantom share units representing deferred cash bonus and reinvestment of dividends. Amounts are paid in shares following termination of plan participation.
( 5)  Pursuant to the Merger Agreement dated as of April 1, 2007, these phantom units converted into the right to receive at the effective time a cash payment equal to the merger consideration of $34 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
FITZSIMONS DENNIS J
TRIBUNE COMPANY
435 N. MICHIGAN AVE.
CHICAGO, IL 60611 		X
Chairman, President & CEO

Signatures
/s/ Mark W. Hianik, attorney-in-fact 12/21/2007
** 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 control number.
Tribune (NYSE:TRB)
Historical Stock Chart
From Oct 2024 to Nov 2024 Click Here for more Tribune Charts.
Tribune (NYSE:TRB)
Historical Stock Chart
From Nov 2023 to Nov 2024 Click Here for more Tribune Charts.