| UNITED STATES | |
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| | |
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
The New York Times Company (the “Issuer”) |
(Name of Issuer) |
Class A Common Stock, par value $0.10 per share (“Class A Common Shares”) |
(Title of Class of Securities) |
|
650111107 |
(CUSIP Number) |
|
December 31, 2018 |
(Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐Rule 13d-1(b) ☒ Rule 13d-1(c) ☐ Rule 13d-1(d) |
*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 the disclosures provided in a prior cover page. |
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 | | Page 2 of 15 Pages |
1 | NAMES OF REPORTING PERSONS Carlos Slim Helú |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| México |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER |
6 | SHARED VOTING POWER 16,197,175 Class A Common Shares (see Item 4(c)) |
7 | SOLE DISPOSITIVE POWER |
8 | SHARED DISPOSITIVE POWER 16,197,175 Class A Common Shares (see Item 4(c)) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON16,197,175 Class A Common Shares (see Item 4(a)) |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES☐* |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.87% of the Class A Common Shares (see Item 4(b)) |
12 | TYPE OF REPORTING PERSON*IN |
| | | |
CUSIP No. 650111107 | | Page 3 of 15 Pages |
1 | NAMES OF REPORTING PERSONS Carlos Slim Domit |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| México |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER |
6 | SHARED VOTING POWER 16,197,175 Class A Common Shares (see Item 4(c)) |
7 | SOLE DISPOSITIVE POWER |
8 | SHARED DISPOSITIVE POWER 16,197,175 Class A Common Shares (see Item 4(c)) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON16,197,175 Class A Common Shares (see Item 4(a)) |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES☐* |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.87% of the Class A Common Shares (see Item 4(b)) |
12 | TYPE OF REPORTING PERSON*IN |
| | | |
CUSIP No. 650111107 | | Page 4 of 15 Pages |
1 | NAMES OF REPORTING PERSONS Marco Antonio Slim Domit |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| México |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER |
6 | SHARED VOTING POWER 16,197,175 Class A Common Shares (see Item 4(c)) |
7 | SOLE DISPOSITIVE POWER |
8 | SHARED DISPOSITIVE POWER 16,197,175 Class A Common Shares (see Item 4(c)) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON16,197,175 Class A Common Shares (see Item 4(a)) |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES☐* |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.87% of the Class A Common Shares (see Item 4(b)) |
12 | TYPE OF REPORTING PERSON*IN |
| | | |
CUSIP No. 650111107 | | Page 5 of 15 Pages |
1 | NAMES OF REPORTING PERSONS Patrick Slim Domit |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| México |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER |
6 | SHARED VOTING POWER 16,197,175 Class A Common Shares (see Item 4(c)) |
7 | SOLE DISPOSITIVE POWER |
8 | SHARED DISPOSITIVE POWER 16,197,175 Class A Common Shares (see Item 4(c)) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON16,197,175 Class A Common Shares (see Item 4(a)) |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES☐* |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.87% of the Class A Common Shares (see Item 4(b)) |
12 | TYPE OF REPORTING PERSON*IN |
| | | |
CUSIP No. 650111107 | | Page 6 of 15 Pages |
1 | NAMES OF REPORTING PERSONS María Soumaya Slim Domit |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| México |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER |
6 | SHARED VOTING POWER 16,197,175 Class A Common Shares (see Item 4(c)) |
7 | SOLE DISPOSITIVE POWER |
8 | SHARED DISPOSITIVE POWER 16,197,175 Class A Common Shares (see Item 4(c)) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON16,197,175 Class A Common Shares (see Item 4(a)) |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES☐* |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.87% of the Class A Common Shares (see Item 4(b)) |
12 | TYPE OF REPORTING PERSON*IN |
| | | |
CUSIP No. 650111107 | | Page 7 of 15 Pages |
1 | NAMES OF REPORTING PERSONS Vanessa Paola Slim Domit |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| México |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER |
6 | SHARED VOTING POWER 16,197,175 Class A Common Shares (see Item 4(c)) |
7 | SOLE DISPOSITIVE POWER |
8 | SHARED DISPOSITIVE POWER 16,197,175 Class A Common Shares (see Item 4(c)) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON16,197,175 Class A Common Shares (see Item 4(a)) |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES☐* |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.87% of the Class A Common Shares (see Item 4(b)) |
12 | TYPE OF REPORTING PERSON*IN |
| | | |
CUSIP No. 650111107 | | Page 8 of 15 Pages |
1 | NAMES OF REPORTING PERSONS Johanna Monique Slim Domit |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| México |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER |
6 | SHARED VOTING POWER 16,197,175 Class A Common Shares (see Item 4(c)) |
7 | SOLE DISPOSITIVE POWER |
8 | SHARED DISPOSITIVE POWER 16,197,175 Class A Common Shares (see Item 4(c)) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON16,197,175 Class A Common Shares (see Item 4(a)) |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES☐* |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.87% of the Class A Common Shares (see Item 4(b)) |
12 | TYPE OF REPORTING PERSON*IN |
| | | |
CUSIP No. 650111107 | | Page 9 of 15 Pages |
1 | NAMES OF REPORTING PERSONS Inversora Carso, S.A. de C.V., formerly known as Inmobiliaria Carso, S.A. de C.V. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| México |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER |
6 | SHARED VOTING POWER 8,247,175 Class A Common Shares (see Item 4(c)) |
7 | SOLE DISPOSITIVE POWER |
8 | SHARED DISPOSITIVE POWER 8,247,175 Class A Common Shares (see Item 4(c)) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,247,175 Class A Common Shares (see Item 4(a)) |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES☐* |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.02% of the Class A Common Shares (see Item 4(b)) |
12 | TYPE OF REPORTING PERSON* HC |
| | | |
CUSIP No. 650111107 | | Page 10 of 15 Pages |
1 | NAMES OF REPORTING PERSONS Grupo Financiero Inbursa, S.A.B. de C.V. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| México |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER |
6 | SHARED VOTING POWER 7,950,000 Class A Common Shares (see Item 4(c)) |
7 | SOLE DISPOSITIVE POWER |
8 | SHARED DISPOSITIVE POWER 7,950,000 Class A Common Shares (see Item 4(c)) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON7,950,000 Class A Common Shares (see Item 4(a)) |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES☐* |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.84% of the Class A Common Shares (see Item 4(b)) |
12 | TYPE OF REPORTING PERSON* HC |
| | | |
CUSIP No. 650111107 | | Page 11 of 15 Pages |
Item 1.
The New York Times Company (the “Issuer”)
| (b) | AddressofIssuer’s Principal Executive Offices: 620EighthAvenue |
New York, NY 10018
Item 2.
This statement is filed pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended (the “Act”), by the persons listed below (the “Reporting Persons”).
(1) Carlos Slim Helú, Carlos Slim Domit, Marco Antonio Slim Domit, Patrick Slim Domit, María Soumaya Slim Domit, Vanessa Paola Slim Domit and Johanna Monique Slim Domit (collectively, the “Slim Family”), each of whom is a Mexican citizen. The members of the Slim Family are beneficiaries of a Mexican trust which in turn owns all of the outstanding voting securities of Inversora Carso, S.A. de C.V., formerly known as Inmobiliaria Carso, S.A. de C.V. (“Inversora Carso”) and a majority of the outstanding voting equity securities of Grupo Financiero Inbursa, S.A.B. de C.V. (“GFI”).
(2) Inversora Carso, asociedad anónima de capital variableorganized under the laws of the United Mexican States (“Mexico”), is a holding company with portfolio investments in various companies. Inversora Carso owns all of the outstanding voting securities of Control Empresarial de Capitales S.A. de C.V. (“CEC”).
(3) GFI, asociedadanónimabursátildecapital variableorganized underthelawsofMexico, is a financialservicesholding company.GFI ownsthemajorityoftheoutstandingvotingequity securitiesofseveralfinancialinstitutionsorganized in México,includinga broker-dealer, a bank,aninsurance company and a suretybondingcompany.
| (b) | AddressofPrincipal Business Office: |
(i) The principal business address foreachmemberoftheSlim Family is:
Paseo de las Palmas 736
Colonia Lomas de Chapultepec
11000 México, D.F.
México
(ii) Inversora Carso’s principal business address is:
Paseo de las Palmas 781
Lomas de Chapultepec
Ciudad de México, 11000
México
(iii) GFI’s principal business address is:
Paseo de las Palmas 736
Colonia Lomas de Chapultepec
11000 México, D.F.
México
CUSIP No. 650111107 | | Page 12 of 15 Pages |
Each member of the Slim Family is a Mexican citizen and each of Inversora Carso and GFI is a Mexican corporation.
| (d) | TitleofClassofSecurities: |
Class A Common Stock, par value $0.10 per share (“Class A Common Shares”)
| Item3. | If this statement is filed pursuant to Rule 13d-1(b),or 13d-2(b) or(c),checkwhetherthe person filing is a(n): |
(a) | | Broker or dealer registered under Section 15 of the Act; |
| | |
(b) | | Bank as defined in Section 3(a)(6) of the Act; |
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(c) | | Insurance company as defined in Section 3(a)(19) of the Act; |
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(d) | | Investment company registered under Section 8 of the Investment Company Act; |
| | |
(e) | | Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
|
(f) | | Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
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(g) | | Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
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(h) | | Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
|
(i) | | Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; |
|
(j) | | Group, in accordance with Rule 13d-1(b)(1)(ii)(J); |
| | |
(k) | | Group, inaccordancewith Rule 13d-1(b)(1)(ii)(K). |
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| | If filing as a non-U.S. institution in accordance withRule 13d-1(b)(1)(ii)(J), please specify the type of institution: _____ |
CUSIP No. 650111107 | | Page 13 of 15 Pages |
| (a) | Amount Beneficially Owned: |
Asof thedateof this filing,(i) Inversora Carso, directlyor indirectly,owns8,247,175ClassACommonShares and (ii) GFI, directlyor indirectly,owns7,950,000ClassACommonShares.
Oftheaforementionedshares,(i) InversoraCarsohas pledged8,247,175ClassACommonShares tothe2017Mandatory Exchangeable Trust (the “Trust”) pursuant to forward agreements datedDecember15, 2017amongtheTrust andeachofInversoraCarsoand CEC and (ii) GFI has pledged7,950,000ClassACommonShares (together withthepledgedsharesbyInversora Carso,the“PledgedShares”)totheTrust pursuant to a forward agreement datedDecember15, 2017amongtheTrust andBancoInbursaS.A.,InstitucióndeBancaMúltiple, Grupo Financiero Inbursa (“Inbursa”). InversoraCarsoand Inbursa retainvotingrightstothePledged Shares andnowshare dispositive power with U.S. Bank National Association(“U.S.Bank”)ascollateral agent forthebenefitof theTrust, who hasbeengranted a security interest inthePledged Shares pursuant to collateral agreements datedDecember15, 2017among U.S. Bank,theTrust andeachofInversora, CEC and Inbursa.
Because the members of the Slim Family are beneficiaries of a Mexican trust which in turn owns all of the outstanding voting securities of Inversora Carso and a majority of the outstanding voting equity securities of GFI, the Slim Family may be deemed to beneficially own indirectly the Class A Common Shares beneficially owned, directly or indirectly, by Inversora Carso and GFI.
The Class A Common Shares beneficially owned by the Slim Family constitute approximately 9.87% of the 164,146,697 issued and outstanding Class A Common Shares, as reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 2, 2018.
The Class A Common Shares beneficially owned by Inversora Carso constitute approximately
5.02% of the 164,146,697 issued and outstanding Class A Common Shares, as reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 2, 2018.
The Class A Common Shares beneficially owned by GFI constitute approximately 4.84% of the 164,146,697 issued and outstanding Class A Common Shares, as reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 2, 2018.
| (c) | Numberofsharesasto which such person has: |
| (i) | Solepower tovote orto directthevote:-0- |
| (ii) | Shared power tovote orto directthevote: |
As to the Slim Family: 16,197,175 Class A Common Shares
As to Inversora Carso: 8,247,175 Class A Common Shares
As to GFI: 7,950,000 Class A Common Shares
| (iii) | Solepower to disposeorto directthedisposition of:-0- |
| (iv) | Shared power to disposeordirectthedisposition of: |
As to the Slim Family: 16,197,175 Class A Common Shares, which disposition power is shared with U.S. Bank
CUSIP No. 650111107 | | Page 14 of 15 Pages |
Asto Inversora Carso:8,247,175ClassACommonShares, which disposition power issharedwith U.S. Bank
As to GFI: 7,950,000 Class A Common Shares, which disposition power is shared with U.S. Bank
| Item5. | Ownershipof FivePercentorLessofaClass. |
Ifthisstatement is being filed to reportthefactthatasof thedate hereofthereporting person hasceasedtobe thebeneficial ownerof morethan five percentof theclassofsecurities,checkthefollowing:☐
| Item6. | OwnershipofMore thanFivePercentonBehalfofAnother Person. |
Not applicable.
| Item7. | Identification and Classificationof theSubsidiary Which AcquiredtheSecurity Being Reportedon by the Parent HoldingCompany. |
Class A Common Shares reported as beneficially owned by Inversora Carso include Class A Common Shares owned by its subsidiary CEC. Class A Common Shares reported as beneficially owned by GFI include Class A Common Shares owned by its subsidiary Inbursa.
| Item8. | Identification and ClassificationofMembersof theGroup. |
The identityofeachmemberof the groupfilingthisschedule isasfollows: Carlos Slim Helú, Carlos Slim Domit,MarcoAntonio Slim Domit, Patrick Slim Domit, MaríaSoumayaSlim Domit, Vanessa Paola Slim Domit, JohannaMoniqueSlim Domit, Inversora Carso, S.A.deC.V.and Grupo Financiero Inbursa,S.A.B.deC.V.
| Item9. | NoticeofDissolutionofGroup. |
Not applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.
The PowersofAttorney forthemembersof theSlimFamily,InversoraCarsoand GFI, whicharefiledasexhibits tothereportonForm 4 filedby theReporting Persons withtheSecurities and Exchange CommissiononFebruary12, 2018inrespectof thesalesofClassACommonStock, par value $0.10 per shareofTheNewYorkTimesCompany,andtheJointFilingAgreement amongtheSlimFamily,InversoraCarsoand GFI, which is filedas anexhibit to Amendment No. 1 totheSchedule13Ginrespectoftheir ownershipofClassACommonSharesof theIssuer filedby theReporting Persons withtheCommissiononJanuary22, 2009,arehereby incorporated hereinbyreference.
CUSIP No. 650111107 | | Page 15 of 15 Pages |
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.
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Carlos Slim Helú | |
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Carlos Slim Domit | By:/s/ Javier Foncerrada |
| Javier Foncerrada |
Marco Antonio Slim Domit | Attorney-in-Fact |
| February 14, 2019 |
Patrick Slim Domit | |
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María Soumaya Slim Domit | |
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Vanessa Paola Slim Domit | |
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Johanna Monique Slim Domit | |
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INVERSORA CARSO, S.A. DE C.V. | |
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By: Javier Foncerrada Title: Attorney-in-Fact | |
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GRUPO FINANCIERO INBURSA, S.A.B DE C.V. | |
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By: Javier Foncerrada Title: Attorney-in-Fact | |