Tribune Publishing (TPCO) Form 4 Tribune Publishing / Dana Goldsmith Needleman ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Needleman Dana Goldsmith

(Last) (First) (Middle)

C/O TRIBUNE PUBLISHING COMPANY

560 W. GRAND AVENUE

(Street)

CHICAGO IL 60654

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Tribune Publishing Co [ TPCO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/24/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/24/2021		D(1)(2)(3)		19,586	D	$17.25(1)(2)(3)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On May 24, 2021, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), by and among Tribune Publishing Company (the "Issuer"), Tribune Enterprises, LLC ("Parent"), and Tribune Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving company and as a wholly owned subsidiary of Parent. The Issuer duly filed a certificate of merger with the Delaware Secretary of State on May 24, 2021, at which time the Merger became effective (the "Effective Time").

2. (Continued from Footnote 1) Pursuant to the Merger Agreement, at the Effective Time, each share of the Issuer's issued and outstanding Common Stock ("Company Common Stock") (other than the Excluded Shares (as defined below) and the Dissenting Shares (as defined below)), was canceled and converted automatically into the right to receive $17.25 in cash, without interest (subject to any applicable withholding tax) (the "Merger Consideration"). Each share of Company Common Stock (i) owned by (x) Parent or any of its affiliates or associates or (y) the Issuer, as treasury stock, immediately prior to the Effective Time (collectively, the "Excluded Shares") or (ii) held by stockholders who have not voted in favor of the Merger and have properly and validly perfected their statutory rights of appraisal (the "Dissenting Shares") in accordance with Section 262 of the Delaware General Corporation Law, was canceled and ceased to exist,

3. (Continued from Footnote 2) and no consideration was paid for those Excluded Shares and the Dissenting Shares. The Reporting Person was no longer a member of the Issuer's Board of Directors following the Effective Time.

Remarks:

	Name: /s/ Dana Goldsmith Needleman	05/25/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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