Washington, D.C. 20549
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
The information required in 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).
CUSIP No. 650111107 |
|
13G |
Page 2 of 10 Pages |
1. |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Berkshire Partners Holdings LLC |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(see instructions) (b) [x]
|
3. |
SEC USE ONLY |
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
8,558,222 |
7. |
SOLE DISPOSITIVE POWER
0 |
8. |
SHARED DISPOSITIVE POWER
8,558,222 |
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,558,222 |
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%* |
12. |
TYPE OF REPORTING PERSON
OO |
|
|
|
|
| * | Percentage calculations are based on the number of shares of Common Stock outstanding as of October
28, 2022, as provided in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 25, 2022. |
CUSIP No. 650111107 |
|
13G |
Page 3 of 10 Pages |
1. |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
BPSP, L.P. |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(see instructions) (b) [x]
|
3. |
SEC USE ONLY |
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
8,558,222 |
7. |
SOLE DISPOSITIVE POWER
0 |
8. |
SHARED DISPOSITIVE POWER
8,558,222 |
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,558,222 |
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%* |
12. |
TYPE OF REPORTING PERSON
PN |
|
|
|
|
| * | Percentage calculations are based on the number of shares of Common Stock outstanding as of October
28, 2022, as provided in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 25, 2022. |
CUSIP No. 650111107 |
|
13G |
Page 4 of 10 Pages |
1. |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stockbridge Fund, L.P. |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(see instructions) (b) [x]
|
3. |
SEC USE ONLY |
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
7,124,677 |
7. |
SOLE DISPOSITIVE POWER
0 |
8. |
SHARED DISPOSITIVE POWER
7,124,677 |
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,124,677 |
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.3%* |
12. |
TYPE OF REPORTING PERSON
PN |
|
|
|
|
| * | Percentage calculations are based on the number of shares of Common Stock outstanding as of October
28, 2022, as provided in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 25, 2022. |
CUSIP No. 650111107 |
|
13G |
Page 5 of 10 Pages |
1. |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stockbridge Partners LLC |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(see instructions) (b) [x]
|
3. |
SEC USE ONLY |
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
8,558,222 |
7. |
SOLE DISPOSITIVE POWER
0 |
8. |
SHARED DISPOSITIVE POWER
8,558,222 |
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,558,222 |
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%* |
12. |
TYPE OF REPORTING PERSON
IA |
|
|
|
|
* Percentage calculations are
based on the number of shares of Common Stock outstanding as of October 28, 2022,
as provided in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 25, 2022.
Item 1(a). Name of Issuer:
The Issuer's name is The New York Times Company (the
"Company" or the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices:
The address of the principal executive offices of
the Issuer is 620 Eighth Avenue, New York, New York 10018.
Item 2(a). Name of Person Filing:
This Schedule 13G (this "Statement") is
being filed jointly by the following (each, a "Reporting Person," and, collectively, the "Reporting Persons"): Stockbridge
Fund, L.P. (f/k/a Stockbridge Special Situations Fund, L.P.) ("SF"), Stockbridge Partners LLC ("SP"), BPSP, L.P. ("BPSP")
and Berkshire Partners Holdings LLC ("BPH").
Stockbridge Associates LLC, a Delaware limited liability
company ("SA"), is the general partner of SF. BPH, a Delaware limited liability company, is the general partner of BPSP, a Delaware
limited partnership. BPSP is the managing member of SP, the registered investment adviser to SF, as well as certain other accounts holding
shares of the Issuer for which SP serves as investment adviser.
Certain of the Reporting Persons often make acquisitions
in, and dispose of, securities of an issuer on the same terms and conditions and at the same time. Based on the foregoing and the relationships
described herein, these entities may be deemed to constitute a "group" for purposes of Section 13(g)(3) of the Act. The filing
of this statement shall not be construed as an admission that the Reporting Persons are a group, or have agreed to act as a group.
Item 2(b). Address of Principal Business
Office or, if none, Residence:
The following address is the principal business offices
of each of the Reporting Persons: 200 Clarendon Street, 35th Floor, Boston, Massachusetts 02116.
Item 2(c). Citizenship:
Each of SF, SP, BPSP and BPH is organized under the
laws of the State of Delaware.
Item 2(d). Title and Class of Securities:
The class of equity securities to which this Statement
relates is the Company's Class A Common Stock (the "Common Stock").
Item 2(e). CUSIP Number:
The CUSIP Number to which this Statement relates is
650111107.
Item 3. If This Statement is Filed
Pursuant to Rule 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a:
| (e) | [x] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| (g) | [x] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
Item 4. Ownership.
| (a) | The responses
of the Reporting Persons to Row (9) of the cover pages of this Statement are incorporated
herein by reference. SA is the sole general partner of SF. SP, a registered investment adviser,
is the investment manager for SF as well as certain other accounts holding shares of the
Issuer. As the managing member of SP, BPSP may be deemed to beneficially own shares of Common
Stock that are beneficially owned by SP. As the general partner of BPSP, BPH may be deemed
to beneficially own shares of Common Stock that are beneficially owned by BPSP. However,
BPSP and BPH disclaim beneficial ownership of such shares of Common Stock and the filing
of this Statement shall not be construed as an admission that BPSP or BPH is, for the purpose
of Section 13(d) of the Act, the beneficial owner of such shares beneficially owned by SP. |
| (b) | The responses
of the Reporting Persons to Row (11) of the cover pages of this Statement are incorporated
herein by reference. As of December 31, 2022, the Reporting Persons beneficially owned in
the aggregate 8,558,222 shares of Common Stock, representing approximately 5.2% of the shares
of Common Stock outstanding (based on the number of shares outstanding as of October 28,
2022, as provided in the Issuer's Quarterly Report on Form 10-Q for the quarterly period
ended September 25, 2022). |
| (c) | The responses
of the Reporting Persons to Rows (5) through (8) of the cover pages of this Statement are
incorporated herein by reference. |
Item 5. Ownership of Five Percent
or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five
Percent on Behalf of Another Person.
The responses of the Reporting Persons to Items 2(a)
and 4(a) are incorporated herein by reference. Under certain circumstances, partners, members or managed accounts of a Reporting Person,
as the case may be, could have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of, shares of Common Stock owned by such Reporting Person.
Item 7. Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
The response of the Reporting Persons to Item 2(a) is incorporated herein
by reference.
Item 8. Identification and Classification
of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certifications.
Not Applicable.
SIGNATURES
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: February 14, 2023
|
|
STOCKBRIDGE
FUND, L.P. |
|
|
|
|
|
By: Stockbridge
Associates LLC,
its general partner |
|
|
|
|
|
By: |
|
|
|
|
Name: Kenneth S. Bring |
|
|
|
Title: Managing Director |
|
|
|
|
|
|
|
|
STOCKBRIDGE
PARTNERS LLC |
|
|
|
|
|
By: BPSP,
L.P.,
its managing member
By: Berkshire Partners Holdings LLC,
its general partner |
|
|
|
|
|
By: |
|
|
|
|
Name: Kenneth S. Bring |
|
|
|
Title: Managing Director |
|
|
|
|
|
|
|
|
BERKSHIRE
PARTNERS HOLDINGS LLC |
|
|
|
|
|
|
|
|
By: |
|
|
|
|
Name: Kenneth S. Bring |
|
|
|
Title: Managing Director |
|
|
|
|
|
|
|
|
BPSP,
L.P. |
|
|
|
|
|
By: Berkshire
Partners Holdings LLC,
its general partner |
|
|
|
|
|
By: |
|
|
|
|
Name: Kenneth S. Bring |
|
|
|
Title: Managing Director |
|
|
|
|
|
|
Exhibit Index
Exhibit No. |
Description |
|
|
1 |
Joint Filing Agreement among Reporting Persons |
EXHIBIT 1
JOINT FILING AGREEMENT
This will confirm the agreement by and among all the
undersigned that the Schedule 13G filed on or about this date and any amendments thereto with respect to the beneficial ownership by the
undersigned of shares of Class A Common Stock of The New York Times Company is being filed on behalf of each of the undersigned in accordance
with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. This agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same instrument. The execution and filing of this
agreement shall not be construed as an admission that the undersigned are a group, or have agreed to act as a group.
Dated: February 14, 2023
|
|
STOCKBRIDGE
FUND, L.P. |
|
|
|
|
|
By: Stockbridge
Associates LLC,
its general partner |
|
|
|
|
|
By: |
|
|
|
|
Name: Kenneth S. Bring |
|
|
|
Title: Managing Director |
|
|
|
|
|
|
|
|
STOCKBRIDGE
PARTNERS LLC |
|
|
|
|
|
By: BPSP,
L.P.,
its managing member
By: Berkshire Partners Holdings LLC,
its general partner |
|
|
|
|
|
By: |
|
|
|
|
Name: Kenneth S. Bring |
|
|
|
Title: Managing Director |
|
|
|
|
|
|
|
|
BERKSHIRE
PARTNERS HOLDINGS LLC |
|
|
|
|
|
|
|
|
By: |
|
|
|
|
Name: Kenneth S. Bring |
|
|
|
Title: Managing Director |
|
|
|
|
|
|
|
|
BPSP,
L.P. |
|
|
|
|
|
By: Berkshire
Partners Holdings LLC,
its general partner |
|
|
|
|
|
By: |
|
|
|
|
Name: Kenneth S. Bring |
|
|
|
Title: Managing Director |
|
|
|
|
|
|