Amended Statement of Beneficial Ownership (sc 13d/a)
November 25 2016 - 6:03AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
tronc, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
89703P107
(CUSIP Number)
California Capital Equity, LLC
Attn: Patrick Soon-Shiong
9922 Jefferson Boulevard
Culver City, California 90232
(310) 836-6400
With
a Copy to:
Martin J. Waters
Daniel L. Horwood
Wilson
Sonsini Goodrich & Rosati
Professional Corporation
12235 El Camino Real, Suite 200
San Diego, California 92130
(858) 350-2300
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 21, 2016
(Date of Event which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
☐
Note
: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§240.13d-7(b) for other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a Reporting Persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No. 89703P107
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13D/A
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(1)
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NAMES OF
REPORTING PERSONS
California Capital Equity, LLC
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☐ (b) ☒
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(3)
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SEC USE ONLY
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(4)
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SOURCE OF FUNDS (see instructions)
WC, AF (See Item 3)
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(5)
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
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(6)
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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(7)
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SOLE VOTING POWER
None (See Item 5)
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(8)
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SHARED VOTING POWER
4,700,000 shares (See Item 5)
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(9)
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SOLE DISPOSITIVE POWER
None (See Item 5)
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(10)
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SHARED DISPOSITIVE POWER
4,700,000 shares (See Item 5)
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(11)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,700,000 shares (See Item 5)
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(12)
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (see instructions)
☐
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(13)
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
12.9% (See Item 5)
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(14)
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TYPE OF REPORTING PERSON (see
instructions)
OO
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Page 2 of 8
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CUSIP No. 89703P107
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13D/A
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(1)
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NAMES OF
REPORTING PERSONS
Nant Capital, LLC
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☐ (b) ☒
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(3)
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SEC USE ONLY
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(4)
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SOURCE OF FUNDS (see instructions)
WC, AF (See Item 3)
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(5)
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
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(6)
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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(7)
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SOLE VOTING POWER
None (See Item 5)
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(8)
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SHARED VOTING POWER
4,700,000 shares (See Item 5)
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(9)
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SOLE DISPOSITIVE POWER
None (See Item 5)
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(10)
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SHARED DISPOSITIVE POWER
4,700,000 shares (See Item 5)
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(11)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,700,000 shares (See Item 5)
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(12)
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (see instructions)
☐
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(13)
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
12.9% (See Item 5)
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(14)
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TYPE OF REPORTING PERSON (see
instructions)
OO
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Page 3 of 8
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CUSIP No. 89703P107
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13D/A
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(1)
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NAMES OF
REPORTING PERSONS
Patrick Soon-Shiong
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☐ (b) ☒
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(3)
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SEC USE ONLY
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(4)
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SOURCE OF FUNDS (see instructions)
WC, AF (See Item 3)
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(5)
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
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(6)
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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(7)
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SOLE VOTING POWER
849,066 (See Item 5)
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(8)
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SHARED VOTING POWER
5,549,066 shares (See Item 5)
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(9)
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SOLE DISPOSITIVE POWER
849,066 (See Item 5)
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(10)
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SHARED DISPOSITIVE POWER
5,549,066 shares (See Item 5)
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(11)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,549,066 shares (See Item 5)
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(12)
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (see instructions)
☐
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(13)
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
15.2% (See Item 5)
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(14)
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TYPE OF REPORTING PERSON (see
instructions)
PN
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Page 4 of 8
This Amendment No. 1 amends and supplements the Schedule 13D (as amended, this Schedule
13D) filed with the Securities and Exchange Commission (the SEC) on June 7, 2016, by certain of the Reporting Persons (as defined below) with respect to the common stock, par value $0.01 per share (Common Stock) of
tronc, Inc., a Delaware corporation (formerly known as Tribune Publishing Company, the Issuer) by Dr. Patrick Soon-Shiong, a natural person and citizen of the United States, Nant Capital, LLC, limited liability company organized under
the laws of the state of Delaware (Nant Capital) and California Capital Equity, LLC, a limited liability company organized under the laws of the state of Delaware (CalCap and, together with Dr. Soon-Shiong, and Nant Capital,
the Reporting Persons), to reflect the acquisition of beneficial ownership of securities of the Issuer in an amount greater than one percent (1%).
Except as otherwise set forth below, the information set forth in the Schedule 13D remains unchanged and is incorporated by reference into
this Amendment.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of this Schedule 13D is hereby amended and restated as follows:
The Reporting Persons are filing this Schedule 13D in connection with the purchase of an aggregate of 438,509 shares of Common Stock of the
Issuer between November 4, 2016 and November 22, 2016. All of the shares of Common Stock to which this Amendment No. 1 relates were purchased on behalf of the Reporting Persons using their investment capital or funds under management. The aggregate
purchase price of the 438,509 shares of Common Stock acquired was approximately $5,080,268.40 (including brokerage commissions and transaction costs).
Item 4. Purpose of Transaction.
Item 4 of this Schedule
13D is hereby amended to include the following:
As noted in Item 3, the Reporting Persons are filing this Schedule 13D as a result of the
purchase of purchase of an aggregate of 438,509 shares of Common Stock of the Issuer between November 4, 2016 and November 22, 2016.
Item 5. Interest
in Securities of the Issuer.
Items 5(a) and 5(b) of this Schedule 13D are hereby amended and restated as follows:
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(a)
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- (b) Nant Capital beneficially owns, in the aggregate, 4,700,000 shares of Common Stock, representing approximately 12.9% of the outstanding Common Stock of the Company. CalCap and Dr. Soon-Shiong may be deemed to
beneficially own, and share voting power and investment power with Nant Capital over all shares of Common Stock beneficially owned by Nant Capital.
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Dr. Soon-Shiong beneficially owns 849,066 shares of Common Stock. Dr. Soon-Shiong has the sole power to vote or direct the vote, and the sole
power to dispose or direct the disposition, of all such 5,549,066 shares of Common Stock. As a result, Dr. Soon-Shiong may be deemed to beneficially own, in the aggregate, 5,549,066 shares of Common Stock, representing approximately 15.2% of the
outstanding Common Stock of the Company.
Page 5 of 8
Item 5(c) of this Schedule 13D is hereby amended to include the following information:
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(b)
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The following is a list of transactions in the Issuers Common Stock effected by Dr. Soon-Shiong during the past 60 days in open market transactions. Other than as set forth immediately below, none of the Reporting
Persons has engaged in any transaction during the past 60 days involving the Issuers Common Stock.
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Transaction Date
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Transaction Type
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Shares
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Average Price
Per Share
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November 4, 2016
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Purchase
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28,749
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$
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9.48
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November 7, 2016
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Purchase
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2,600
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$
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10.00
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November 8, 2016
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Purchase
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200,000
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$
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11.175
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November 9, 2016
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Purchase
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33,775
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$
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11.608
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November 10, 2016
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Purchase
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35,301
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$
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11.604
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November 11, 2016
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Purchase
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25,790
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$
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12.254
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November 14, 2016
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Purchase
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8,250
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$
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12.30
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November 16, 2016
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Purchase
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26,164
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$
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12.85
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November 17, 2016
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Purchase
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20,109
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$
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12.75
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November 18, 2016
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Purchase
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18,312
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$
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12.75
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November 21, 2016
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Purchase
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21,475
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$
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12.69
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November 22, 2016
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Purchase
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17,984
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$
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12.73
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Page 6 of 8
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the information set forth in this statement is true,
complete and correct.
Dated: November 25, 2016
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NANT CAPITAL, LLC
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By:
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/s/ Charles Kenworthy
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Its:
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Manager
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CALIFORNIA CAPITAL EQUITY, LLC
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By:
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/s/ Charles Kenworthy
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Its:
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Manager
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PATRICK SOON-SHIONG
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/s/ Patrick Soon-Shiong
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Page 7 of 8
Exhibit Index
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Exhibit
Number
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Description
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1
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Joint Filing Agreement (incorporated by reference to Exhibit 1 to the Schedule 13D filed on June 7, 2016).
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2
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Securities Purchase Agreement, by and among Tribune Publishing Company, Nant Capital, LLC and Dr. Patrick Soon-Shiong, dated as of May 22, 2016 (incorporated by reference to Exhibit 10.1 to the Issuers Current Report on Form
8-K (File No. 001- 36230) filed with the SEC on May 23, 2016).
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3
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Registration Rights Agreement, by and between Tribune Publishing Company and Nant Capital, LLC, dated as of May 22, 2016 (incorporated by reference to Exhibit 10.1 to the Issuers Current Report on Form 8-K (File No. 001-
36230) filed with the SEC on May 23, 2016).
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Page 8 of 8
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