| 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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| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Tribune Publishing Co [ TPCO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/02/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 11/02/2020 | A(2)(3) | 10,093 | A | $0.00 | 6,355,381 | I | See Footnotes(1)(4) | ||
| Common Stock | 5,198,925 | I | See Footnotes(1)(5) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This Form 4 is filed jointly by Alden Global Capital LLC ("Alden") and Heath Freeman (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the shares of Common Stock of Tribune Publishing Company (the "Issuer") reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose. |
| 2. On November 2, 2020, the Issuer granted to Randall D. Smith, a member of the Issuer's Board of Directors (the "Board"), 10,093 shares of restricted Common Stock. Mr. Smith holds the restricted Common Stock for the benefit of Alden Global Opportunities Master Fund, L.P. ("AGOMF"). Because Mr. Smith serves on the Board as a representative of AGOMF, Alden Global Value Recovery Master Fund, L.P. ("AGVRMF"), and their affiliates, Mr. Smith does not have a right to any economic interest in the securities of the Issuer issued to him as director compensation. AGOMF is entitled to receive all of the economic interest in the shares of restricted Common Stock granted by the Issuer in respect of Mr. Smith's Board position. Mr. Smith disclaims beneficial ownership of such shares of restricted Common Stock. |
| 3. (Continued from footnote 2) The shares of restricted Common Stock vest 100% on May 21, 2021, provided that Mr. Smith continues to serve on the Board through the earlier of (a) such vesting date or (b) the day immediately prior to the first annual meeting of stockholders of the Issuer following the grant date. |
| 4. Shares of Common Stock of the Issuer held directly by AGOMF or shares in which AGOMF has an economic interest. Alden, as the investment manager of AGOMF, may be deemed to beneficially own the shares of Common Stock of the Issuer directly held by AGOMF and shares in which AGOMF has an economic interest. Mr. Freeman, as President of Alden, may be deemed to beneficially own the shares of Common Stock of the Issuer directly held by AGOMF and shares in which AGOMF has an economic interest. |
| 5. Shares of Common Stock of the Issuer directly held by AGVRMF. Alden, as the investment manager of AGVRMF, may be deemed to beneficially own the shares of Common Stock of the Issuer directly held by AGVRMF. Mr. Freeman, as President of Alden, may be deemed to beneficially own the shares of Common Stock of the Issuer directly held by AGVRMF. |
| Remarks: |
| Randall D. Smith serves on the Board of Directors of Tribune Publishing Company (the "Issuer") as a representative of the Reporting Persons, AGOMF, AGVRMF and their affiliates. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons, AGOMF, AGVRMF and their affiliates are deemed directors by deputization by virtue of their representation on the Board of Directors of the Issuer. |
| ALDEN GLOBAL CAPITAL LLC, Name: /s/ Heath Freeman, Title: President | 11/04/2020 | |
| /s/ Heath Freeman | 11/04/2020 | |
| ** 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
