CUSIP No.
794093104
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Gabelli Funds, LLC
I.D. No. 13-4044523
|
2
|
Check the appropriate box if a member of a group (SEE INSTRUCTIONS)
(a)
(b)
|
3
|
Sec use only
|
4
|
Source of funds (SEE INSTRUCTIONS)
00-Funds of investment advisory clients
|
5
|
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
|
6
|
Citizenship or place of organization
New York
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
505,000 (Item 5)
|
: 8
:
:
:
|
Shared voting power
None
|
: 9
:
:
:
|
Sole dispositive power
505,000 (Item 5)
|
:10
:
:
:
|
Shared dispositive power
None
|
11
|
Aggregate amount beneficially owned by each reporting person
505,000 (Item 5)
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
|
13
|
Percent of class represented by amount in row (11)
2.45%
|
14
|
Type of reporting person (SEE INSTRUCTIONS)
IA, CO
|
CUSIP No. 794093104
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
GAMCO Asset Management Inc.
I.D. No. 13-4044521
|
2
|
Check the appropriate box if a member of a group (SEE INSTRUCTIONS)
(a)
(b)
|
3
|
Sec use only
|
4
|
Source of funds (SEE INSTRUCTIONS)
00-Funds of investment advisory clients
|
5
|
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
|
6
|
Citizenship or place of organization
New York
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
713,500 (Item 5)
|
: 8
:
:
:
|
Shared voting power
None
|
: 9
:
:
:
|
Sole dispositive power
769,500 (Item 5)
|
:10
:
:
:
|
Shared dispositive power
None
|
11
|
Aggregate amount beneficially owned by each reporting person
769,500 (Item 5)
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
|
13
|
Percent of class represented by amount in row (11)
3.73%
|
14
|
Type of reporting person (SEE INSTRUCTIONS)
IA, CO
|
CUSIP No.
794093104
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Teton Advisors, Inc.
I.D. No. 13-4008049
|
2
|
Check the appropriate box if a member of a group (SEE INSTRUCTIONS)
(a)
(b)
|
3
|
Sec use only
|
4
|
Source of funds (SEE INSTRUCTIONS)
00 – Funds of investment advisory clients
|
5
|
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
|
6
|
Citizenship or place of organization
Delaware
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
350,000 (Item 5)
|
: 8
:
:
:
|
Shared voting power
None
|
: 9
:
:
:
|
Sole dispositive power
350,000 (Item 5)
|
:10
:
:
:
|
Shared dispositive power
None
|
11
|
Aggregate amount beneficially owned by each reporting person
350,000 (Item 5)
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
|
13
|
Percent of class represented by amount in row (11)
1.70%
|
14
|
Type of reporting person (SEE INSTRUCTIONS)
IA, CO
|
CUSIP No. 794093104
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
GGCP, Inc.
I.D. No. 13-3056041
|
2
|
Check the appropriate box if a member of a group (SEE INSTRUCTIONS)
(a)
(b)
|
3
|
Sec use only
|
4
|
Source of funds
(SEE
INSTRUCTIONS)
None
|
5
|
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
|
6
|
Citizenship or place of organization
Wyoming
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
None (Item 5)
|
: 8
:
:
:
|
Shared voting power
None
|
: 9
:
:
:
|
Sole dispositive power
None (Item 5)
|
:10
:
:
:
|
Shared dispositive power
None
|
11
|
Aggregate amount beneficially owned by each reporting person
None (Item 5)
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS) X
|
13
|
Percent of class represented by amount in row (11)
0.00%
|
14
|
Type of reporting person (SEE INSTRUCTIONS)
HC, CO
|
CUSIP No. 794093104
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
GAMCO Investors, Inc. I.D.
No. 13-4007862
|
|
Check the appropriate box if a member of a group (SEE INSTRUCTIONS)
(a)
(b)
|
3
|
Sec use only
|
4
|
Source of funds
(SEE
INSTRUCTIONS)
None
|
5
|
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
|
6
|
Citizenship or place of organization
New York
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
None (Item 5)
|
: 8
:
:
:
|
Shared voting power
None
|
: 9
:
:
:
|
Sole dispositive power
None (Item 5)
|
:10
:
:
:
|
Shared dispositive power
None
|
11
|
Aggregate amount beneficially owned by each reporting person
None (Item 5)
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS) X
|
13
|
Percent of class represented by amount in row (11)
0.00%
|
14
|
Type of reporting person (SEE INSTRUCTIONS)
HC, CO
|
CUSIP No. 794093104
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Associated Capital Group, Inc. I.D.
No. 47-3965991
|
|
Check the appropriate box if a member of a group (SEE INSTRUCTIONS)
(a)
(b)
|
3
|
Sec use only
|
4
|
Source of funds
(SEE
INSTRUCTIONS)
None
|
5
|
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
|
6
|
Citizenship or place of organization
Delaware
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
NONE (Item 5)
|
: 8
:
:
:
|
Shared voting power
None
|
: 9
:
:
:
|
Sole dispositive power
NONE (Item 5)
|
:10
:
:
:
|
Shared dispositive power
None
|
11
|
Aggregate amount beneficially owned by each reporting person
NONE (Item 5)
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS) X
|
13
|
Percent of class represented by amount in row (11)
0.00%
|
14
|
Type of reporting person (SEE INSTRUCTIONS)
HC, CO
|
CUSIP No. 794093104
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Mario J. Gabelli
|
2
|
Check the appropriate box if a member of a group (SEE INSTRUCTIONS)
(a)
(b)
|
3
|
Sec use only
|
4
|
Source of funds
(SEE
INSTRUCTIONS)
None
|
5
|
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
|
6
|
Citizenship or place of organization
USA
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
None (Item 5)
|
: 8
:
:
:
|
Shared voting power
None
|
: 9
:
:
:
|
Sole dispositive power
None (Item 5)
|
:10
:
:
:
|
Shared dispositive power
None
|
11
|
Aggregate amount beneficially owned by each reporting person
None (Item 5)
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS) X
|
13
|
Percent of class represented by amount in row (11)
0.00%
|
14
|
Type of reporting person (SEE INSTRUCTIONS)
IN
|
Item 1.
Security and Issuer
This Amendment No. 13 to Schedule 13D on the Common Stock of Salem Media Group, Inc. (the “Issuer”) is being filed on behalf
of the undersigned to amend the Schedule 13D, as amended (the “Schedule 13D”) which was originally filed on January 22, 2007. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set
forth in the Schedule 13D.
Item 2.
Identity and Background
Item 2 to Schedule 13D is amended, in pertinent part, as follows:
This statement is being filed by Mario J. Gabelli (“Mario Gabelli”) and various entities which he
directly or indirectly controls or for which he acts as chief investment officer. These entities, except for LICT Corporation (“LICT) and CIBL,
Inc. (“CIBL”), engage in various aspects of the securities business, primarily as investment adviser to various institutional and individual clients, including registered investment companies and pension plans, and as general partner or the
equivalent of various private investment partnerships or private funds. Certain of these entities may also make investments for their own accounts.
The foregoing persons in the aggregate often own beneficially more than 5% of a class of equity securities of a particular
issuer. Although several of the foregoing persons are treated as institutional investors for purposes of reporting their beneficial ownership on the short-form Schedule 13G, the holdings of those who do not qualify as institutional investors may
exceed the 1% threshold presented for filing on Schedule 13G or implementation of their investment philosophy may from time to time require action which could be viewed as not completely passive. In order to avoid any question as to whether their
beneficial ownership is being reported on the proper form and in order to provide greater investment flexibility and administrative uniformity, these persons have decided to file their beneficial ownership reports on the more detailed Schedule 13D
form rather than on the short-form Schedule 13G and thereby to provide more expansive disclosure than may be necessary.
(a), (b) and (c) - This statement is being filed by one or more of the following persons: GGCP, Inc. (“GGCP”), GGCP Holdings
LLC (“GGCP Holdings”), GAMCO Investors, Inc. (“GBL”), Associated Capital Group, Inc. (“AC”), Gabelli Funds, LLC (“Gabelli Funds”), GAMCO Asset Management Inc. (“GAMCO”), Teton Advisors, Inc. (“Teton Advisors”), Gabelli & Company Investment
Advisers, Inc. (“GCIA”), G.research, LLC (“G.research”), MJG Associates, Inc. (“MJG Associates”), Gabelli Foundation, Inc. (“Foundation”), Mario Gabelli, LICT and CIBL. Those of the foregoing persons signing this Schedule 13D are hereinafter
referred to as the “Reporting Persons”.
GGCP makes investments for its own account and is the manager and a member of GGCP Holdings which is the controlling
shareholder of GBL and AC. GBL, a public company listed on the New York Stock Exchange, is the parent company for a variety of companies engaged in the securities business, including certain of those named below. AC, a public company listed on
the New York Stock Exchange, is the parent company for a variety of companies engaged in the securities business, including certain of those listed below.
GAMCO, a wholly-owned subsidiary of GBL, is an investment adviser registered under the Investment Advisers Act of 1940, as
amended (“Advisers Act”). GAMCO is an investment manager providing discretionary managed account services for employee benefit plans, private investors, endowments, foundations and others.
GCIA, a wholly owned subsidiary of AC, is an investment adviser registered under the Advisers Act and serves as a general
partner or investment manager to limited partnerships and offshore investment companies and other accounts. As a part of its business, GCIA may purchase or sell securities for its own account. GCIA is a general partner or investment manager of a
number of funds or partnerships, including Gabelli Associates Fund, L.P., Gabelli Associates Fund II, L.P., Gabelli Associates Limited, Gabelli Associates Limited II E, ALCE Partners, L.P., Gabelli Capital Structure Arbitrage Fund LP, Gabelli
Capital Structure Arbitrage Fund Limited, Gabelli Intermediate Credit Fund L.P., GAMA Select Energy + L.P., GAMCO Medical Opportunities L.P., and Gabelli Multimedia Partners, L.P.
G.research, a wholly owned subsidiary of GCIA, is a broker-dealer registered under the Securities Exchange Act of 1934, as
amended (“1934 Act”), which as a part of its business regularly purchases and sells securities for its own account.
Gabelli Funds, a wholly owned subsidiary of GBL, is a limited liability company. Gabelli Funds is an investment adviser
registered under the Advisers Act which provides advisory services for The Gabelli Equity Trust Inc., The Gabelli Asset Fund, The GAMCO Growth Fund, The Gabelli Convertible and Income Securities Fund Inc., The Gabelli Value 25 Fund Inc., The
Gabelli Small Cap Growth Fund, The Gabelli Equity Income Fund, The Gabelli ABC Fund, The GAMCO Global Content & Connectivity Fund, The Gabelli Gold Fund, Inc., The Gabelli Multimedia Trust Inc., The Gabelli Global Rising Income & Dividend
Fund, The Gabelli Capital Asset Fund, The GAMCO International Growth Fund, Inc., The GAMCO Global Growth Fund, The Gabelli Utility Trust, The Gabelli Utilities Fund, The Gabelli Dividend Growth Fund, The Gabelli Focus Five Fund, The Comstock
Capital Value Fund, The Gabelli Dividend and Income Trust, The Gabelli Global Utility & Income Trust, The GAMCO Global Gold, Natural Resources, & Income Trust, The GAMCO Natural Resources Gold & Income Trust, The GDL Fund, Gabelli
Enterprise Mergers & Acquisitions Fund, The Gabelli ESG Fund, Inc., The Gabelli International Small Cap Fund, The Gabelli Healthcare & Wellness
Rx
Trust, The Gabelli Global Small and Mid Cap Value Trust, Gabelli Value Plus+
Trust, Gabelli Merger Plus+ Trust Plc, The Gabelli Global Financial Services Fund, The Gabelli Global Mini Mites Fund, The Gabelli Go Anywhere Trust, The Gabelli Media Mogul Fund, The Gabelli Pet Parents’ Fund, The Gabelli U.S. Treasury Money
Market Fund, Bancroft Fund Ltd. and Ellsworth Growth & Income Fund Ltd. (collectively, the “Funds”), which are registered investment companies. Gabelli Funds is also the investment adviser to The GAMCO International SICAV (sub-funds GAMCO
Merger Arbitrage and GAMCO All Cap Value), a UCITS III vehicle.
Teton Advisors, an investment adviser registered under the Advisers Act, provides discretionary advisory services to The
TETON Westwood Mighty Mites
sm
Fund, The TETON Westwood Income Fund, The TETON Westwood SmallCap Equity Fund, TETON Westwood Intermediate Bond Fund, and The TETON Westwood Mid-Cap Equity Fund.
MJG Associates provides advisory services to private investment partnerships and offshore funds. Mario Gabelli is the sole
shareholder, director and employee of MJG Associates. MJG Associates is the Investment Manager of Gabelli International Limited and Gabelli Fund, LDC. Mario J. Gabelli is the general partner of Gabelli Performance Partnership, LP.
The Foundation is a private foundation. Mario Gabelli is the Chairman, a Trustee and the Investment Manager of the
Foundation. Elisa M. Wilson is the President of the Foundation.
LICT is a holding company with operating subsidiaries engaged primarily in the rural telephone industry. LICT actively
pursues new business ventures and acquisitions. LICT makes investments in marketable securities to preserve capital and maintain liquidity for financing their business activities and acquisitions and are not engaged in the business of investing, or
trading in securities. Mario J. Gabelli is the Chief Executive Officer, a director, and substantial shareholder of LICT.
CIBL is a holding company with interests in telecommunications operations, primarily in the rural telephone industry. CIBL
actively pursues new business ventures and acquisitions. CIBL makes investments in marketable securities to preserve capital and maintain liquidity for financing their business activities and acquisitions and are not engaged in the business of
investing, or trading in securities. Mario J. Gabelli is a director, and substantial shareholder of CIBL.
Mario Gabelli is the controlling stockholder, Chief Executive Officer and a director of GGCP and Chairman and Chief Executive
Officer of GBL. He is the Executive Chairman of AC. Mario Gabelli is also a member of GGCP Holdings. Mario Gabelli is the controlling shareholder of Teton.
The Reporting Persons do not admit that they constitute a group.
GAMCO is a New York corporation and GBL, AC, GCIA, and Teton Advisors are Delaware corporations, each having its principal
business office at One Corporate Center, Rye, New York 10580. GGCP is a Wyoming corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830. GGCP Holdings is a Delaware limited liability corporation having its
principal business office at 140 Greenwich Avenue, Greenwich, CT 06830. G.research is a Delaware limited liability company having its principal officers at One Corporate Center, Rye, New York 10580. Gabelli Funds is a New York limited liability
company having its principal business office at One Corporate Center, Rye, New York 10580. MJG Associates is a Connecticut corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830. The Foundation is a Nevada
corporation having its principal offices at 165 West Liberty Street, Reno, Nevada 89501. LICT is a Delaware corporation having its principal place of business as 401 Theodore Fremd Avenue, Rye, New York 10580. CIBL, Inc. is a Delaware corporation
having its principal place of business as 165 West Liberty Street, Suite 220, Reno, NV 89501.
For information required by instruction C to Schedule 13D with respect to the executive officers and directors of the
foregoing entities and other related persons (collectively, “Covered Persons”), reference is made to Schedule I annexed hereto and incorporated herein by reference.
(d) – Not applicable.
(e) – Not applicable.
(f) – Reference is made to
Schedule I hereto.
Item 5.
Interest In Securities Of The Issuer
Item 5 to Schedule 13D is amended, in pertinent part, as follows:
(a) The aggregate number of Securities to which this Schedule 13D relates is 1,624,500 shares, representing 7.87% of the
20,632,416 shares outstanding as reported in the Issuer’s most recently filed Form 10-K for the fiscal year ended December 31, 2018. The Reporting Persons beneficially own those Securities as follows:
Name
|
Shares of
Common Stock
|
% of Class of
Common
|
Gabelli Funds
|
505,000
|
2.45%
|
GAMCO
|
769,500
|
3.73%
|
Teton Advisors
|
350,000
|
1.70%
|
Mario Gabelli is deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons.
GCIA is deemed to have beneficial ownership of the Securities owned beneficially by G.research. AC, GBL and GGCP are deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons other than Mario Gabelli
and the Foundation.
(b) Each of the Reporting Persons and Covered Persons has the sole power to vote or direct the vote and sole power to dispose
or to direct the disposition of the Securities reported for it, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that (i) GAMCO does not have the authority to vote 56,000 of its
reported shares
,
(ii) Gabelli Funds has sole dispositive and voting power with respect to the shares of the Issuer held by the Funds so long as the aggregate
voting interest of all joint filers does not exceed 25% of their total voting interest in the Issuer and, in that event, the Proxy Voting Committee of each Fund shall respectively vote that Fund’s shares, (iii) at any time, the Proxy Voting
Committee of each such Fund may take and exercise in its sole discretion the entire voting power with respect to the shares held by such fund under special circumstances such as regulatory considerations, and (iv) the power of Mario Gabelli, AC,
GBL, and GGCP is indirect with respect to Securities beneficially owned directly by other Reporting Persons.
(c) Information with respect to all transactions in the Securities which were effected during the past sixty days or since
the most recent filing on Schedule 13D, whichever is less, by each of the Reporting Persons and Covered Persons is set forth on Schedule II annexed hereto and incorporated herein by reference.
(e) Not applicable.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: May 8, 2019
GGCP, INC.
MARIO J. GABELLI
By:
/s/ David Goldman
David Goldman
Attorney-in-Fact
TETON ADVISORS, INC.
GABELLI FUNDS, LLC
By:
/s/ David
Goldman
David Goldman
General Counsel – Gabelli Funds, LLC
Counsel-Teton
Advisors, Inc.
GAMCO INVESTORS, INC.
By:
/s/ Kevin
Handwerker
Kevin Handwerker
General
Counsel &
Secretary – GAMCO Investors, Inc.
ASSOCIATED CAPITAL GROUP, INC.
GAMCO ASSET MANAGEMENT INC.
By:
/s/ Douglas R. Jamieson
Douglas R. Jamieson
President
& Chief Executive Officer – Associated Capital
Group, Inc.
President – GAMCO Asset Management Inc.