101 W. Colfax Avenue
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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5,700,000
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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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5,700,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,700,000
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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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9.4%
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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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5,700,000
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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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5,700,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,700,000
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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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9.4%
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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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☐
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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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5,700,000
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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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5,700,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,700,000
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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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9.4%
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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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Alden Global Capital 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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5,700,000
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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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5,700,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,700,000
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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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9.4%
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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
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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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USA
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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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5,700,000
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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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5,700,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,700,000
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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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9.4%
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14
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TYPE OF REPORTING PERSON
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IN
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The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).
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Item 1.
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Security and Issuer.
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This statement relates
to the Common Stock, $0.01 par value per share (the “Shares”), of New Media Investment Group Inc., a Delaware corporation
(the “Issuer”). The address of the principal executive offices of the Issuer is 1345 Avenue of the Americas, 45
th
Floor, New York, New York 10105.
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Item 2.
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Identity and Background.
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(a) This
statement is filed by:
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(i)
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MNG Enterprises, Inc., a Delaware corporation (“MNG”);
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(ii)
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MNG Investment Holdings LLC, a Delaware limited liability company (“MNG Holdings”);
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(iii)
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Strategic Investment Opportunities LLC, a Delaware limited liability company (“Opportunities”);
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(iv)
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Alden Global Capital LLC, a Delaware limited liability company (“Alden”); and
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(v)
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Heath Freeman, as the President of Alden.
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Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting
Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are
hereby filing a joint Schedule 13D.
Set forth on Schedule
A annexed hereto (“Schedule A”) is the name and present principal business, occupation or employment, and the name,
principal business and address of any corporation or other organization in which such employment is conducted, of the executive
officers and directors of the Reporting Persons. To the best of the Reporting Persons’ knowledge, except as set forth herein,
none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement
or understanding required to be disclosed herein.
(b) The
principal business address of each of MNG, MNG Holdings and Opportunities is 101 W. Colfax Avenue, Denver, Colorado 80202. The
principal business address of each of Alden and Mr. Freeman is 885 Third Avenue, New York, New York 10022.
(c) The
principal business of MNG is to serve as the parent company and manager of MediaNews Group, Inc., a leading newspaper publisher
in local, multi-platform news and information. The principal business of MNG Holdings is to serve as the managing member of Opportunities.
The principal business of Opportunities is investing in securities and related instruments. The principal business of Alden is
investment management. The principal occupation of Mr. Freeman is serving as the President of Alden.
(d) No
Reporting Person, nor any person listed on Schedule A, has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) No
Reporting Person, nor any person listed on Schedule A, has, during the last five years, been party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Each
of the entities who are Reporting Persons are organized under the laws of the State of Delaware. Mr. Freeman is a citizen of the
United States of America. The citizenship of the individuals listed on Schedule A is set forth on Schedule A.
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Item 3.
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Source and Amount of Funds or Other Consideration
.
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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 5,700,000 Shares reported
herein is approximately $45,076,740, excluding brokerage commissions.
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Item 4.
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Purpose of Transaction
.
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The Reporting Persons
acquired their positions in the Shares in the belief that the Shares were undervalued. Depending upon overall market conditions,
other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the
purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer
through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such
terms and at such times as the Reporting Persons may deem advisable.
On August 5, 2019,
the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Gannett Co., Inc., a Delaware
corporation (“Gannett”), Arctic Holdings LLC, a Delaware limited liability company and wholly owned subsidiary of
the Issuer (“Intermediate Holdco”) and Arctic Acquisition Corp., a Delaware corporation and a directly wholly owned
subsidiary of Intermediate Holdco (“Merger Sub”), pursuant to which, subject to the terms and conditions of the Merger
Agreement, Merger Sub will merge with and into Gannett, with Gannett continuing as the surviving corporation and a wholly owned
subsidiary of Intermediate Holdco (the “Merger”). In connection with the execution of the Merger Agreement,
the Issuer also entered into the Amended and Restated Management and Advisory Agreement with FIG LLC, an affiliate of Fortress
Investment Group LLC.
The Reporting
Persons are evaluating the terms of the Merger Agreement and believe that the consummation of the Merger may not be in the
best interest of the Issuer’s shareholders. Accordingly, the Reporting Persons reserve the right to take certain
actions with respect to the Merger including, but not limited to, undertaking to vote against or campaign against the Merger
and to propose or suggest strategic alternatives other than the Merger.
No Reporting Person
has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of
Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following,
any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis.
Depending on various factors including, without limitation, the Issuer’s financial position, the price levels of the Shares,
conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take
such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in
communications with management and the Issuer’s board of directors (the “Board”), engaging in discussions with
shareholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, making recommendations
or proposals to the Issuer concerning changes to the capitalization, ownership structure, Board structure (including Board composition),
potential business combinations or dispositions involving the Issuer or certain of its businesses, including transactions in which
the Reporting Persons may seek to participate and potentially engage in (as a purchaser or investor), or suggestions for improving
the Issuer’s financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares,
engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative
instruments, or changing their intention with respect to any and all matters referred to in Item 4.
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Item 5.
|
Interest in Securities of the Issuer
.
|
The aggregate percentage
of Shares reported owned by each person named herein is based upon 60,481,539 Shares outstanding as of August 5, 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 August 7, 2019.
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(a)
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MNG, as the sole member of MNG Holdings, may be deemed the beneficial owner of the 5,700,000 Shares
owned by Opportunities.
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Percentage: Approximately
9.4%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 5,700,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 5,700,000
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(c)
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MNG has not entered into any transactions in the Shares during the past 60 days. The transaction
in the Shares on behalf of Opportunities during the past 60 days is set forth in Schedule B and is incorporated herein by reference.
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(a)
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MNG Holdings, as the managing member of Opportunities, may be deemed the beneficial owner of the
5,700,000 Shares owned by Opportunities.
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Percentage: Approximately
9.4%
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(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 5,700,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 5,700,000
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(c)
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MNG Holdings has not entered into any transactions in the Shares during the past 60 days. The transaction
in the Shares by Opportunities during the past 60 days is set forth in Schedule B and is incorporated herein by reference.
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(a)
|
As of the close of business on August 8, 2019, Opportunities beneficially owned 5,700,000 Shares.
|
Percentage: Approximately
9.4%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 5,700,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 5,700,000
|
|
(c)
|
The transaction in the Shares by Opportunities during the past 60 days is set forth in Schedule
B and is 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 5,700,000 Shares owned by Opportunities.
|
Percentage: Approximately
9.4%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 5,700,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 5,700,000
|
|
(c)
|
Alden has not entered into any transactions in the Shares during the past 60 days. The transaction
in the Shares on behalf of Opportunities during the past 60 days is set forth in Schedule B and is incorporated herein by reference.
|
|
(a)
|
Mr. Freeman, as the President of Alden, may be deemed the beneficial owner of the 5,700,000 Shares
owned by Opportunities.
|
Percentage: Approximately
9.4%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 5,700,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 5,700,000
|
|
(c)
|
Mr. Freeman has not entered into any transactions in the Shares during the past 60 days. The transaction
in the Shares on behalf of Opportunities during the past 60 days is set forth in Schedule B and is incorporated herein by reference.
|
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, may
be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial
ownership of such Shares except to the extent of his or its pecuniary interest therein.
|
(d)
|
No person other than the Reporting Persons is known to have the right to receive, or the power
to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
|
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
.
|
On August 9, 2019,
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf
of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable
law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits
.
|
|
99.1
|
Joint Filing Agreement by and among MNG Enterprises, Inc., MNG Investment Holdings LLC, Strategic
Investment Opportunities LLC, Alden Global Capital LLC and Heath Freeman, dated August 9, 2019.
|
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: August 9, 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
|
SCHEDULE A
Directors and Executive Officers
of MNG Enterprises, Inc.
Name
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
Maz Akram
|
Director
|
101 W. Colfax Avenue
Denver, Colorado 80202
|
USA
|
Heath Freeman*
|
Director
|
*
|
*
|
R. Joseph Fuchs
|
Director
|
101 W. Colfax Avenue
Denver, Colorado 80202
|
USA
|
Christopher Minnetian
|
Director
|
101 W. Colfax Avenue
Denver, Colorado 80202
|
USA
|
Martin Wade
|
Director
|
101 W. Colfax Avenue
Denver, Colorado 80202
|
USA
|
Guy Gilmore
|
Chief Operating Officer
|
101 W. Colfax Avenue
Denver, Colorado 80202
|
USA
|
Michael Koren
|
Senior Vice President, Chief Financial Officer
|
101 W. Colfax Avenue
Denver, Colorado 80202
|
USA
|
Marshall Anstandig
|
Senior Vice President, General Counsel and Secretary
|
101 W. Colfax Avenue
Denver, Colorado 80202
|
USA
|
* Mr. Freeman is
a Reporting Person and, as such, the information with respect to Mr. Freeman called for by Item 2 of Schedule 13D is set forth
therein.
Executive Officers of MNG Investment
Holdings LLC
Name
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
Michael Koren
|
Chief Financial Officer
|
101 W. Colfax Avenue
Denver, Colorado 80202
|
USA
|
Marshall Anstandig
|
General Counsel and Secretary
|
101 W. Colfax Avenue
Denver, Colorado 80202
|
USA
|
Executive Officers of Strategic
Investment Opportunities LLC
Name
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
Michael Koren
|
Senior Vice President, Chief Financial Officer
|
101 W. Colfax Avenue
Denver, Colorado 80202
|
USA
|
Marshall Anstandig
|
Senior Vice President, General Counsel and Secretary
|
101 W. Colfax Avenue
Denver, Colorado 80202
|
USA
|
Executive Officers of Alden Global
Capital LLC
Name
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
Heath Freeman
|
President
|
885 Third Avenue
New York, New York 10022
|
USA
|
Joshua Kleban
|
Chief Financial Officer
|
885 Third Avenue
New York, New York 10022
|
USA
|
Michael Monticciolo
|
Chief Legal Officer
|
885 Third Avenue
New York, New York 10022
|
USA
|
SCHEDULE B
Transaction in the Shares During the
Past Sixty Days
Nature of Transaction
|
Shares of Common Stock
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase/Sale
|
STRATEGIC INVESTMENT OPPORTUNITIES
LLC
Purchase of Common Stock
|
5,700,000
|
7.9082
|
08/08/2019
|