Amended Statement of Beneficial Ownership (sc 13d/a)
May 22 2019 - 5:22PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 3)
1
Gannett Co., Inc.
(Name
of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
36473H104
(CUSIP Number)
Marshall
anstandig
MNG
ENTERPRISES, inc.
101 W. Colfax Avenue
Denver, Colorado 80202
(408)
920-5784
STEVE
WOLOSKY, ESQ.
andrew
freedman, ESQ.
OLSHAN
FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212)
451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
May 20, 2019
(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 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s 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.
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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1
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NAME OF REPORTING PERSON
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MNG Enterprises, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(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
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OO
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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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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
|
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REPORTING
|
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|
4,807,598
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PERSON WITH
|
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9
|
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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4,807,598
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,807,598
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.2%
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14
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TYPE OF REPORTING PERSON
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CO
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1
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NAME OF REPORTING PERSON
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MNG Investment Holdings, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(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
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OO
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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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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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|
BENEFICIALLY
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- 0 -
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OWNED BY
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8
|
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SHARED VOTING POWER
|
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EACH
|
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|
REPORTING
|
|
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|
|
4,807,598
|
|
PERSON WITH
|
|
9
|
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SOLE DISPOSITIVE POWER
|
|
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- 0 -
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10
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SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
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|
4,807,598
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|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
4,807,598
|
|
|
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.2%
|
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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Strategic Investment Opportunities LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(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
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WC
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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
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Delaware
|
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NUMBER OF
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7
|
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SOLE VOTING POWER
|
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SHARES
|
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|
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|
BENEFICIALLY
|
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- 0 -
|
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OWNED BY
|
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8
|
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SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
4,807,598
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
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- 0 -
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10
|
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SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
4,807,598
|
|
|
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
4,807,598
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
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|
|
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|
13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.2%
|
|
|
14
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TYPE OF REPORTING PERSON
|
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OO
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1
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NAME OF REPORTING PERSON
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Alden Global Capital LLC
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
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(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
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OO
|
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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
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
4,807,598
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
4,807,598
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
4,807,598
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.2%
|
|
|
14
|
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TYPE OF REPORTING PERSON
|
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|
IA, OO
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1
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NAME OF REPORTING PERSON
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Heath Freeman
|
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
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(b) ☐
|
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3
|
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SEC USE ONLY
|
|
|
|
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|
|
|
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|
|
|
|
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|
4
|
|
SOURCE OF FUNDS
|
|
|
|
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|
|
|
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|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
4,807,598
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
4,807,598
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
4,807,598
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.2%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
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|
|
IN
|
|
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|
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1
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NAME OF REPORTING PERSON
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Dana Needleman
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
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(b) ☐
|
|
|
|
|
|
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3
|
|
SEC USE ONLY
|
|
|
|
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|
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|
|
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|
4
|
|
SOURCE OF FUNDS
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|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
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1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Steven Rossi
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
The following constitutes
Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule
13D as specifically set forth herein.
|
Item 2.
|
Identity and Background.
|
Item 2 is hereby amended to add the following:
Dana Needleman and
Steven Rossi are no longer members of the Section 13(d) group.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 3 is hereby amended and restated to read as follows:
The Shares reported herein were purchased with working capital (which may, at any given time, include margin
loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate
purchase price of the 4,807,598 Shares reported herein is approximately $46,075,419, excluding brokerage commissions.
|
Item 4.
|
Purpose of Transaction
.
|
Item 4 is hereby
amended to add the following:
Following the conclusion of the Issuer's annual meeting of stockholders held on May 16, 2019, Dana Needleman and Steven Rossi
are no longer members of the Section 13(d) group.
|
Item 5.
|
Interest in Securities of the Issuer
.
|
Items 5(a)-(c) and (e) are hereby amended
and restated to read as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 114,520,008 Shares outstanding as of May 2, 2019, which is the
total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 6, 2019.
|
(a)
|
MNG, as the sole member of MNG Holdings, may be deemed the beneficial owner of the 4,807,598
Shares owned by Opportunities.
|
Percentage: Approximately
4.2%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,807,598
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,807,598
|
|
(c)
|
MNG has not entered into any transactions in the Shares since the filing of Amendment No. 2 to
the Schedule 13D. The transactions in the Shares on behalf of Opportunities since the filing of Amendment No. 2 are set forth in
Schedule A and incorporated herein by reference.
|
|
(a)
|
MNG Holdings, as the managing member of Opportunities, may be deemed the beneficial owner of the
4,807,598 Shares owned by Opportunities.
|
Percentage: Approximately
4.2%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,807,598
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,807,598
|
|
(c)
|
MNG Holdings has not entered into any transactions in the Shares since the filing of Amendment
No. 2 to the Schedule 13D. The transactions in the Shares on behalf of Opportunities since the filing of Amendment No. 2 are set
forth in Schedule A and incorporated herein by reference.
|
|
(a)
|
As of the close of business on May 22, 2019, Opportunities beneficially owned 4,807,598 Shares.
|
Percentage: Approximately
4.2%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,807,598
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,807,598
|
|
(c)
|
The Transactions in the Shares by Opportunities since the filing of Amendment No. 2 are set forth
in Schedule A and are incorporated herein by reference.
|
|
(a)
|
Alden, as the investment manager of funds that collectively hold a majority voting interest in
MNG, may be deemed the beneficial owner of the 4,807,598 Shares owned by Opportunities.
|
Percentage: Approximately
4.2%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,807,598
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,807,598
|
|
(c)
|
Alden has not entered into any transactions in the Shares since the filing of Amendment No. 2 to
the Schedule 13D. The transactions in the Shares on behalf of Opportunities since the filing of Amendment No. 2 are set forth in
Schedule A and incorporated herein by reference.
|
|
(a)
|
Mr. Freeman, as the President of Alden, may be deemed the beneficial owner of the 4,807,598 Shares
owned by Opportunities.
|
Percentage: Approximately
4.2%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,807,598
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,807,598
|
|
(c)
|
Mr. Freeman has not entered into any transactions in the Shares since the filing of Amendment No.
2 to the Schedule 13D. The transactions in the Shares on behalf of Opportunities since the filing of Amendment No. 2 are set forth
in Schedule A and incorporated herein by reference.
|
|
(a)
|
As of the close of business on May 22, 2019, Ms. Needleman did not own any Shares.
|
Percentage: 0%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Ms. Needleman has not entered into any transactions in the Shares since the filing of Amendment
No. 2 to the Schedule 13D.
|
|
(a)
|
As of the close of business on May 22, 2019, Mr. Rossi did not own any Shares.
|
Percentage: 0%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Rossi has not entered into any transactions in the Shares since the filing of Amendment No.
2 to the Schedule 13D.
|
The Reporting Persons,
as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, beneficially
own the Shares owned in the aggregate by the other members of the group. Each Reporting Person disclaims beneficial ownership of
such Shares that such person does not directly own.
(e) As
of May 21, 2019, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: May 22, 2019
|
MNG Enterprises, Inc.
|
|
|
|
By:
|
/s/ Marshall Anstandig
|
|
|
Name:
|
Marshall Anstandig
|
|
|
Title:
|
Authorized Signatory
|
|
MNG Investment Holdings LLC
|
|
|
|
By:
|
MNG Enterprises, Inc., its sole member
|
|
|
|
|
By:
|
/s/ Marshall Anstandig
|
|
|
Name:
|
Marshall Anstandig
|
|
|
Title:
|
Authorized Signatory
|
|
Strategic Investment Opportunities LLC
|
|
|
|
By:
|
MNG Investment Holdings LLC, its managing member
|
|
|
|
|
By:
|
MNG Enterprises, Inc., its sole member
|
|
|
|
|
By:
|
/s/ Marshall Anstandig
|
|
|
Name:
|
Marshall Anstandig
|
|
|
Title:
|
Authorized Signatory
|
|
Alden Global Capital LLC
|
|
|
|
By:
|
/s/ Heath Freeman
|
|
|
Name:
|
Heath Freeman
|
|
|
Title:
|
President
|
|
/s/ Heath Freeman
|
|
Heath Freeman
Individually and as attorney-in-fact for Dana Needleman and Steven
Rossi
|
SCHEDULE A
Transactions in the Shares Since
the Filing of Amendment No. 2
Nature of the Transaction
|
Shares of Common Stock
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
Strategic
Investment opportunities llc
Sale of Common Stock
|
(1,000,000)
|
8.6266
|
05/17/2019
|
Sale of Common Stock
|
(1,300,000)
|
8.0515
|
05/20/2019
|
Sale of Common Stock
|
(1,000,000)
|
7.9315
|
05/21/2019
|
Sale of Common Stock
|
(399,201)
|
7.8748
|
05/22/2019
|
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