Statement of Changes in Beneficial Ownership (4)
October 26 2018 - 5:06PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Alden Global Capital LLC
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2. Issuer Name
and
Ticker or Trading Symbol
FREDS INC
[
FRED
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
885 THIRD AVENUE, 34TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/24/2018
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
(1)
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10/24/2018
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P
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195000
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A
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$2.6382
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11765000
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I
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By Strategic Investment Opportunities LLC
(2)
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Class A Common Stock
(1)
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10/25/2018
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P
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195000
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A
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$2.4930
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11960000
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I
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By Strategic Investment Opportunities LLC
(2)
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Class A Common Stock
(1)
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10/26/2018
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P
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195000
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A
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$2.4985
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12155000
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I
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By Strategic Investment Opportunities LLC
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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This Form 4 is filed jointly by Strategic Investment Opportunities LLC ("Opportunities"), Alden Global Capital LLC ("Alden") and Heath Freeman (collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Class A Common Stock ("Common Stock"). Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.
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(2)
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Shares of Common Stock owned directly by Opportunities. Alden, as the investment manager of Opportunities, may be deemed to beneficially own the shares of Common Stock owned directly by Opportunities. Mr. Freeman, as President of Alden, may be deemed to beneficially own the shares of Common Stock owned directly by Opportunities.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Alden Global Capital LLC
885 THIRD AVENUE, 34TH FLOOR
NEW YORK, NY 10022
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X
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Strategic Investment Opportunities LLC
885 THIRD AVENUE, 34TH FLOOR
NEW YORK, NY 10022
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X
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Freeman Heath
885 THIRD AVENUE, 34TH FLOOR
NEW YORK, NY 10022
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X
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Signatures
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Alden Global Capital LLC, By: /s/ Heath Freeman, President
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10/26/2018
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**
Signature of Reporting Person
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Date
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Strategic Investment Opportunities LLC, By: Alden Global Capital LLC, By: /s/ Heath Freeman, President
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10/26/2018
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**
Signature of Reporting Person
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Date
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/s/ Heath Freeman
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10/26/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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