Federal Communications Commission
Washington, D.C. 20554
Approved by OMB
3060-0010 (June 2002)
FCC 323
FOR FCC USE ONLY
 
OWNERSHIP REPORT FOR COMMERCIAL BROADCAST STATIONS

Read INSTRUCTIONS Before Filling Out Form

FOR COMMISSION USE ONLY
FILE NO.

BOA - 20080327ACK
Section I - General Information
1. Legal Name of the Applicant 
PAXSON COMMUNICATIONS LICENSE COMPANY, LLC
Mailing Address
601 CLEARWATER PARK ROAD
City
WEST PALM BEACH
State or Country (if foreign address)
FL
ZIP Code
33401 - 6233
Telephone Number (include area code)
5616824206
E-Mail Address (if available) 
BILLWATSON@IONMEDIA.TV
FCC Registration Number:
0003720042
Call Sign 
WPXH
Facility ID Number 
70251
2. Contact Representative (if other than Licensee/Permittee)
WILLIAM L. WATSON
Firm or Company Name
ION MEDIA NETWORKS, INC.
Telephone Number (include area code)
5616824206
E-Mail Address (if available)
BILLWATSON@IONMEDIA.TV
3. Name of entity, if other than licensee or permittee, for which report is filed

Mailing Address


City
State or Country (if foreign address)
ZIP Code
-
Telephone Number (include area code)
E-Mail Address (if available)
4. If this application has been submitted without a fee, indicate reason for fee exemption (see 47 C.F.R. Section 1.1114):
Governmental Entity Fee-exempt Report Other
N/A (Fee Required)



Section II - Ownership Information

5.

a. Biennial b. Transfer of Control or Assignment of License/Permit c. Other
d. Amendment to pending application


for the following stations:

[Enter Station Information]


Station List


This Report is filed for the following stations:

Call Letters
Facility ID Number
Location (City/State)
Class of service
WPXH 73312 GADSDEN AL TV


Call Letters
Facility ID Number
Location (City/State)
Class of service
KPXR 21156 CEDAR RAPIDS IA TV


Call Letters
Facility ID Number
Location (City/State)
Class of service
WPXD 5800 ANN ARBOR MI TV


Call Letters
Facility ID Number
Location (City/State)
Class of service
WFPX 21245 FAYETTEVILLE NC TV


Call Letters
Facility ID Number
Location (City/State)
Class of service
WPXM 48608 MIAMI FL TV


Call Letters
Facility ID Number
Location (City/State)
Class of service
WNPX 28468 COOKEVILLE TN TV


Call Letters
Facility ID Number
Location (City/State)
Class of service
WPXN-TV 73356 NEW YORK NY TV


Call Letters
Facility ID Number
Location (City/State)
Class of service
WPXV 67077 NORFOLK VA TV


Call Letters
Facility ID Number
Location (City/State)
Class of service
WPXR 70251 ROANOKE VA TV


Call Letters
Facility ID Number
Location (City/State)
Class of service
KWPX 56852 BELLEVUE WA TV


Call Letters
Facility ID Number
Location (City/State)
Class of service
WXPX 6601 BRADENTON FL TV



All of the information furnished in this Report is accurate as of 03/24/2008 (Date must comply with 47 C.F.R. Section 73.3615(a), i.e., information must be current within 60 days of filing of this report, when 5(a) below is checked.)

This Report is filed for (check one)
6.
Respondent is:
Sole proprietorship Not-for-profit corporation Limited partnership
For-profit corporation General partnership Other
If "Other", describe nature of the respondent in an Exhibit.
[Exhibit 1]
7.
List all contracts and other instruments required to be filed by 47 C.F.R. Section 73.3613.   (Only licensees, permittees, or a reporting entity with a majority interest in or that otherwise exercises de facto control over the subject licensee or permittee shall respond.)

[Enter Contract/Instrument Information]


Contracts/Instruments Information


List all contracts and other instruments required to be filed by 47 C.F.R. Section 73.3613. (Only licensees, permittees, or a reporting entity with a majority interest in or that otherwise exercises de facto control over the subject shall respond.)

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
OPERATING AGREEMENT ION MEDIA NETWORKS, INC. (FORMERLY PAXSON COMMUNICATIONS CORPORATION (PCC)) 07/29/1998 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
CERTIFICATE OF FORMATION STATE OF DELAWARE 04/29/1998 PERPETUAL

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
MASTER AGREEMENT, AS AMENDED ION MEDIA NETWORKS, INC. (FOMERLY PAXSON COMMUNICATIONS CORPORATION) (ION) AND THE CHRISTIAN NETWORK, INC. 09/10/1999 9/9/2049

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
INDENTURE (FLOATING RATE FIRST PRIORITY SENIOR SECURED NOTES DUE 2012) ION, EACH SUBSIDIARY GUARANTOR PARTY THERETO AND THE BANK OF NEW YORK TRUST COMPANY, N.A., AS TRUSTEE 12/30/2005 1/15/2012

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
INDENTURE (FLOATING RATE SECOND PRIORITY SENIOR SECURED NOTES DUE 2013) ION, EACH GUARANTOR PARTY THERETO AND THE BANK OF NEW YORK TRUST COMPANY, N.A., AS TRUSTEE 12/30/2005 1/15/2013

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
TERM LOAN AGREEMENT ION, EACH GUARANTOR PARTY THERETO, THE LENDERS PARTY THERETO AND CITICORP NORTH AMERICA, INC., AS ADMINISTRATIVE AGENT FOR THE LENDERS 12/30/2005 1/15/2012

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
PLEDGE AND SECURITY AGREEMENT ION, EACH GRANTOR PARTY THERETO AND THE BANK OF NEW YORK TRUST COMPANY, N.A., AS COLLATERAL AGENT, FIRST PRIORITY TRUSTEE, SECOND PRIORITY TRUSTEE AND CITICORP NORTH AMERICA, INC., AS FIRST PRIORITY ADMINSTRATIVE AGENT 12/30/2005 1/15/2013

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
INDENTURE (11% SERIES B MANDATORILY CONVERTABLE SENIOR SUBORDINATED NOTES DUE 2013) ION AND THE BANK OF NEW YORK TRUST COMPANY, N.A., AS TRUSTEE 05/04/2007 7/31/2013

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
INDENTURE (11% SERIES A MANDATORILY CONVERTABLE SENIOR SUBORDINATED NOTES DUE 2013) ION AND THE BANK OF NEW YORK TRUST COMPANY, N.A., AS TRUSTEE 08/03/2007 7/31/2013

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
AMENDED CERTIFICATE OF DESIGNATION OF 13-1/4% CUMULATIVE JUNIOR EXCHANGEABLE PREFERRED STOCK STATE OF DELAWARE 08/21/2007 PERPETUAL

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
AMENDED CERTIFICATE OF DESIGNATION OF 9-3/4% SERIES A CONVERTIBLE PREFERRED STOCK STATE OF DELAWARE 08/21/2007 PERPETUAL

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
SECOND AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF 11% SERIES B CONVERTIBLE EXCHANGEABLE PREFERRED STOCK STATE OF DELAWARE 03/03/2006 12/31/2013

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
FORM OF INDENTURE (11% EXCHANGEABLE DEBENTURES DUE 2006) ION, THE BANK OF NEW YORK, AS TRUSTEE 09/15/1999 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
MASTER TRANSACTION AGREEMENT ION, NBC UNIVERSAL, INC., NBC PALM BEACH INVESTMENT I, INC., NBC PALM BEACH INVESTMENT II, INC. AND CIG MEDIA LLC 05/03/2007 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
FIRST AMENDMENT TO MASTER TRANSACTION AGREEMENT ION, NBC UNIVERSAL, INC., NBC PALM BEACH INVESTMENT I, INC., NBC PALM BEACH INVESTMENT II, INC. AND CIG MEDIA LLC 06/08/2007 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
SECOND AMENDMENT TO MASTER TRANSACTION AGREEMENT ION, NBC UNIVERSAL, INC., NBC PALM BEACH INVESTMENT I, INC., NBC PALM BEACH INVESTMENT II, INC. AND CIG MEDIA LLC 08/21/2007 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
THIRD AMENDMENT TO MASTER TRANSACTION AGREEMENT ION, NBC UNIVERSAL, INC., NBC PALM BEACH INVESTMENT I, INC., NBC PALM BEACH INVESTMENT II, INC. AND CIG MEDIA LLC 01/11/2008 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
CALL AGREEMENT CIG MEDIA LLC AND NBC PALM BEACH INVESTMENT II, INC. 05/04/2007 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
CALL AGREEMENT ION AND NBC PALM BEACH INVESTMENT I, INC. 05/04/2007 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
STOCKHOLDERS' AGREEMENT ION, CIG MEDIA LLC AND NBC UNIVERSAL, INC. 05/04/2007 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
ASSIGNMENT AND ASSUMPTION AGREEMENT NBC UNIVERSAL, INC., NBC PALM BEACH INVESTMENT II, INC. AND CIG MEDIA LLC 05/04/2007 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
PUT/CALL AGREEMENT CIG MEDIA LLC AND NBC UNIVERSAL, INC. 05/04/2007 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
REGISTRATION RIGHTS AGREEMENT ION, NBC UNIVERSAL, INC. AND CIG MEDIA LLC 05/04/2007 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
REGISTRATION RIGHTS AGREEMENT ION, NBC UNIVERSAL, INC. NBC PALM BEACH INVESTMENT I, INC., NBC PALM BEACH INVESTMENT II, INC. AND CIG MEDIA LLC 05/04/2007 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
PAXSON CONSULTING AGREEMENT AND NON-COMPETITION AGREEMENT ION, NBCU UNIVERSAL, INC. AND LOWELL W. PAXSON 11/07/2005 8/1/2013

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
CERTIFICATE OF DESIGNATION OF 8% SERIES A-2 NON-CONVERTIBLE PREFERRED STOCK STATE OF DELAWARE 05/04/2007 PERPETUAL

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
CERTIFICATE OF DESIGNATION OF 12% SERIES B MANDATORILY CONVERTIBLE PREFERRED STOCK STATE OF DELAWARE 05/04/2007 PERPETUAL

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF 8% SERIES C MANDATORILY CONVERTIBLE PREFERRED STOCK STATE OF DELAWARE 02/25/2008 PERPETUAL

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
CERTIFICATE OF DESIGNATION OF 8% SERIES D MANDATORILY CONVERTIBLE PREFERRED STOCK STATE OF DELAWARE 05/04/2007 PERPETUAL

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
CERTIFICATE OF DESIGNATION OF SERIES E-1 MANDATORILY CONVERTIBLE PREFERRED STOCK STATE OF DELAWARE 05/04/2007 PERPETUAL

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
CERTIFICATE OF DESIGNATION OF SERIES E-2 MANDATORILY CONVERTIBLE PREFERRED STOCK STATE OF DELAWARE 05/04/2007 PERPETUAL

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
AMENDMENT TO STOCKHOLDERS' AGREEMENT ION, CIG MEDIA LLC AND NBC UNIVERSAL, INC. 11/26/2007 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
CERTIFICATE OF DESIGNATION OF 12% SERIES B-1 MANDATORILY CONVERTIBLE PREFERRED STOCK STATE OF DELAWARE 02/01/2008 PERPETUAL


8. Capitalization (Only licensees, permittees, or a reporting entity with a majority interest in or that otherwise exercises de facto control over the subject licensee or permittee shall respond.)

[Enter Capitalization Information]


Capitalization


Capitalization (Only licensees, permittees, or a reporting entity with a majority interest in or that otherwise excercises de facto control over the subject licensee or permittee shall respond.)

Class of stock (preferred, common or other)
Voting or Non-voting
Number of Shares
Authorized
Issued and Outstanding
Treasury
Unissued
N/A - LLC
N


9.
(a.) List the respondent, and, if other than a natural person, its officers, directors, stockholders and other entities with attributable interests, non-insulated partners and/or members. If a corporation or partnership holds an attributable interest in the respondent, list separately its officers, directors, stockholders and other entities with attributable interests, non-insulated partners and/or members. Create a separate row for each individual or entity. Attach supplemental pages, if necessary.
[Enter Owner Information]

Owner Information

List the respondent, and, if other than a natural person, its officers, directors, stockholders and other entities with attributable interests, non-insulated partners and/or members. If a corporation or partnership holds an attributable interest in the respondent, list separately its officers, directors, stockholders and other entities with attributable interests, non-insulated partners and/or members. Create a separate row for each individual or entity. Attach supplemental pages, if necessary.
(Read carefully - The numbered items below refer to line numbers in the following table.)
1. Name and address of respondent and each party to the respondent holding an attributable interest (if other than individual also show name, address and citizenship of natural person authorized to vote the stock or holding the attributable interest). List the respondent first, officers next, then directors and, thereafter, remaining stockholders and other entities with attributable interests, and partners.
2. Gender (male or female).
3. Ethnicity (check one).
4. Race (select one or more).
5. Citizenship.
6. Positional interest: Officer, director, general partner, limited partner, LLC member, investor/creditor attributable under the Commission's equity/debt plus standard, etc.
7. Percentage of votes.
8. Percentage of total assets (equity debt plus).

1. Name and Address ION MEDIA NETWORKS, INC., 601 CLEARWATER PARK ROAD, WEST PALM BEACH, FLORIDA 33401-6233
2. Gender (male or female) N/A
3. Ethnicity (check one) Hispanic or Latino
Not Hispanic or Latino
4. Race (select one or more) American Indian or Alaska Native
Asian
Black or African American
Native Hawaiian or Other Pacific Islander
White
5. Citizenship DE
6. Positional Interest SOLE MEMBER
7. Percentage of votes 100.00
8. Percentage of total assets (equity debt plus) 100.00

1. Name and Address R. BRANDON BURGESS, 357 NORTH LAKE WAY, PALM BEACH, FLORIDA 33480
2. Gender (male or female) Male
3. Ethnicity (check one) Hispanic or Latino
Not Hispanic or Latino
4. Race (select one or more) American Indian or Alaska Native
Asian
Black or African American
Native Hawaiian or Other Pacific Islander
White
5. Citizenship US
6. Positional Interest PRESIDENT, CHIEF EXECUTIVE OFFICER & DIRECTOR
7. Percentage of votes 0.00
8. Percentage of total assets (equity debt plus) 0.00

1. Name and Address ADAM K. WEINSTEIN, 255 CARDINAL LANE, JUPITER, FLORIDA 33458
2. Gender (male or female) Male
3. Ethnicity (check one) Hispanic or Latino
Not Hispanic or Latino
4. Race (select one or more) American Indian or Alaska Native
Asian
Black or African American
Native Hawaiian or Other Pacific Islander
White
5. Citizenship US
6. Positional Interest VICE PRESIDENT & ASSISTANT SECRETARY
7. Percentage of votes 0.00
8. Percentage of total assets (equity debt plus) 0.00

1. Name and Address RICHARD GARCIA, 1760 SW 129 TERRACE, MIRAMAR, FLORIDA 33027
2. Gender (male or female) Male
3. Ethnicity (check one) Hispanic or Latino
Not Hispanic or Latino
4. Race (select one or more) American Indian or Alaska Native
Asian
Black or African American
Native Hawaiian or Other Pacific Islander
White
5. Citizenship US
6. Positional Interest VICE PRESIDENT & TREASURER
7. Percentage of votes 0.00
8. Percentage of total assets (equity debt plus) 0.00

1. Name and Address WILLIAM L. WATSON, 117 SATINWOOD LANE, PALM BEACH GARDENS, FLORIDA 33410
2. Gender (male or female) Male
3. Ethnicity (check one) Hispanic or Latino
Not Hispanic or Latino
4. Race (select one or more) American Indian or Alaska Native
Asian
Black or African American
Native Hawaiian or Other Pacific Islander
White
5. Citizenship US
6. Positional Interest SECRETARY
7. Percentage of votes 0.00
8. Percentage of total assets (equity debt plus) 0.00


(b) Respondent certifies that equity and financial interests not set forth in response to Question 9(a) are non-attributable. Yes No

N/A

See Explanation in
[Exhibit 2]

(c) Is the respondent or any party holding an attributable interest in the respondent also the holder of an attributable interest in any other broadcast station or in any cable or newspaper entities in the same market or with overlapping signals in the same broadcast service, as described in 47 C.F.R. Sections 73.3555 and 76.501? Yes No
If "Yes", submit an Exhibit identifying the holder of that other attributable interest, listing the call signs, locations and facilities identifiers of such other broadcast stations, and describing the nature and size of the ownership interest and the positions held in the other broadcast, cable or newspaper entities. [Exhibit 3]
(d) Are any of the individuals listed in response to Question 9(a) related as parent-child, husband-wife, brothers and sisters?

Yes No

 

If "Yes", submit an Exhibit setting forth full information as to the family relationship

[Exhibit 4]

(e) Is respondent seeking an attribution exemption for any officer or director with duties unrelated to the licensee or permittee?

If "Yes", submit an Exhibit identifying that individual by name and title, fully describing that individual's duties and responsibilities, and explaining why that individual should not be attributed an interest.

Yes No

[Exhibit 5]



SECTION III - CERTIFICATION


I certify that I am SECRETARY

(Official Title)


of PAXSON COMUNICATIONS LICENSE COMPANY, LLC

(Exact legal title or name of respondent)


and that I have examined this Report and that to the best of my knowledge and belief, all statements in this Report are true, correct and complete.

(Date of certification must be within 60 days of the date shown in Question 5, Section II and in no event prior to that date.)

Signature
WILLIAM L. WATSON
Date
03/27/2008
Telephone Number of Respondent (Include area code) 5616824206

WILLFUL FALSE STATEMENTS ON THIS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT (U.S. CODE, TITLE 18, SECTION 1001), AND/OR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION PERMIT (U.S. CODE, TITLE 47, SECTION 312(a)(1)), AND/OR FORFEITURE (U.S. CODE, TITLE 47, SECTION 503).



Exhibits
Exhibit 1
Description:
NATURE OF RESPONDENT

RESPONDENT IS A DELAWARE LIMITED LIABILITY COMPANY.

Attachment 1


Attachment 3
Description
OTHER AUTHORIZATIONS