Freds (FRED) Form 4 FREDS / Heath Freeman 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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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^*

Alden Global Capital LLC

(Last) (First) (Middle)

885 THIRD AVENUE, 34TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FREDS INC [ FRED ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2016

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

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

	Form filed by One Reporting Person
X	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
Class A Common Stock(1)	12/20/2016		P		1,107,851	A	$19.5245(3)	4,849,846	I	By Strategic Investment Opportunities LLC(2)
Class A Common Stock(1)	12/20/2016		P		1,209,139	A	$20.1919(3)	6,058,985	I	By Strategic Investment Opportunities LLC(2)
Class A Common Stock(1)	12/20/2016		P		491,015	A	$21.1487(3)	6,550,000	I	By Strategic Investment Opportunities LLC(2)
Class A Common Stock(1)	12/21/2016		P		925,000	A	$20.0728(3)	7,475,000	I	By Strategic Investment Opportunities LLC(2)
Class A Common Stock(1)	12/22/2016		P		1,800,000	A	$19.3622(3)	9,275,000	I	By Strategic Investment Opportunities LLC(2)

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

1. Name and Address of Reporting Person^*

Alden Global Capital LLC

(Last) (First) (Middle)

885 THIRD AVENUE, 34TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Strategic Investment Opportunities LLC

(Last) (First) (Middle)

885 THIRD AVENUE, 34TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Freeman Heath

(Last) (First) (Middle)

885 THIRD AVENUE, 34TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. This Form 4 is filed jointly by Strategic Investment Opportunities LLC ("Opportunities"), Alden Global Capital LLC ("Alden") and Heath Freeman (collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Class A Common Stock ("Common Stock"). Each Reporting Person disclaims beneficial ownership of the shares of Common Stock 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. Shares of Common Stock owned directly by Opportunities. Alden, as the investment manager of Opportunities, may be deemed to beneficially own the shares of Common Stock owned directly by Opportunities. Mr. Freeman, as President of Alden, may be deemed to beneficially own the shares of Common Stock owned directly by Opportunities.

3. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $18.81 to $19.81, $19.815 to $20.815, $20.82 to $21.75, $19.64 to $20.53, and $18.93 to $19.82, respectively. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth herein.

	Alden Global Capital LLC, By: /s/ Heath Freeman, President	12/22/2016
	Strategic Investment Opportunities LLC, By: Alden Global Capital LLC, By: /s/ Heath Freeman, President	12/22/2016
	/s/ Heath Freeman	12/22/2016
	** Signature of Reporting Person	Date
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