UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. __)
JOURNAL MEDIA GROUP INC
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
48114A109
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(CUSIP Number)
JENNIFER AVICOLLI, 41 MADISON AVE., 42ND FLOOR, NEW YORK, NY 10010 646-727-4463
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
JANUARY 4, 2016
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See 240.13d-7(b) for other
parties to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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).
SCHEDULE 13D
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CUSIP NO. 641119 102
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Water Island Capital LLC 13-4100544
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO Funds of Investment Advisory Clients
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,223,766
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH None
REPORTING ---------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,223,766
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,223,766
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0139%
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14 TYPE OF REPORTING PERSON (See Instructions)
IA - Investment Adviser
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ITEM 1. SECURITY AND ISSUER
Common Stock of Journal Media Group Inc. ("JMG" or the "Issuer")
333 West State Street
Milwaukee, WI 53203
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by Water Island Capital LLC ("WIC"). WIC is a
Delaware limited liability company and is an investment adviser (the "Advisor")
registered with the U.S. Securities and Exchange Commission. The managing member
of the Advisor is Mr. John S. Orrico, who may be deemed to control the Advisor.
The business address for the reporting person is 41 Madison Ave., New York NY
10010. The Advisor purchased shares of Journal Media Group, Inc. on behalf its
investment advisory clients over which it had investment discretion and/or
voting authority.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
On January 4, 2016 Water Island Capital purchased on the open market an
additional 28,765 shares of JMG, crossing the 5% threshold. Ownership increased
to 5.0139%
The source of the funds used to purchase shares of the Issuer was the Advisor's
advisory clients' funds.
ITEM 4. PURPOSE OF TRANSACTION
The Advisor, invested in JMG on behalf of its investment advisory clients for
investment purposes. Subsequent to the initial investment, the Advisor has
become concerned regarding the issuer's management practices; specifically, the
Issuer's disclosures on its real estate portfolio. The Advisor believes
shareholders cannot make an informed decision on the proposed sale to Gannett
Co., Inc. (NYSE: GCI) ("Gannett") without additional disclosures on the Issuer's
real estate portfolio. Water Island Capital believes the appraisal value for
each of the properties and any prior purchase offers for any property in the
Issuer's real estate portfolio is material to the financial valuation of the
Issuer. Water Island Capital strongly believes the Issuer should provide
shareholders with greater transparency on its real estate portfolio.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of January 4, 2016, Water Island Capital purchased an additional 28,765
shares of JMG. The total amount of shares held on January 4, 2016 was 1,223,76
comprising 5.0139% of the outstanding shares of the Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Dispositive and voting power of the Advisor with respect to the Issuer's
securities are held pursuant to written agreements with its investment advisory
clients.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
NONE
SIGNATURE
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.
January 14, 2016
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Dated
/s/ Jennifer Avicolli
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Signature
Jennifer Avicolli/General Counsel & CCO
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Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).