FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/30/2014 |
3. Issuer Name and Ticker or Trading Symbol
New Media Investment Group Inc. [ NEWM ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, par value $0.01 per share | 25,373,120(1) | I | See footnote(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrants | 11/26/2013 | 11/26/2023 | Common Stock Warrants | 517,293(2) | $46.35 | I | By FIF III Liberty Holdings LLC(1)(2) |
Explanation of Responses: |
1. The shares are owned by Newcastle Investment Corp. ("Newcastle"). New Media Investment Group Inc. ("New Media") is a majority-owned subsidiary of Newcastle. FIG LLC is the manager of Newcastle. Fortress Operating Entity I LP ("FOE I") is the 100% owner of FIG LLC and a shareholder of Newcastle. FIG Corp. is the general partner of FOE I and is a wholly-owned subsidiary of Fortress Investment Group LLC. Wesley R. Edens is a principal and co-chairman of the board of directors of, and owns approximately 14% of, Fortress Investment Group LLC. By virtue of his relationship to Fortress Investment Group LLC and certain of its affiliates, Mr. Edens may be deemed to have a pecuniary interest in shares beneficially owned by Newcastle. Mr. Edens disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
2. Fortress Investment Fund III LP, Fortress Investment Fund III (Fund B) LP, Fortress Investment Fund III (Fund C) LP, Fortress Investment Fund III (Fund D) LP, Fortress Investment Fund III (Fund E) LP, Fortress Investment Fund III (Coinvestment Fund A) LP, Fortress Investment Fund III (Coinvestment Fund B) LP, Fortress Investment Fund III (Coinvestment Fund C) LP and Fortress Investment Fund III (Coinvestment Fund D) LP (collectively, the "Fund III Funds") are the members of FIF III Liberty Holdings LLC. Fortress Fund III GP LLC is the general partner of each of the Fund III Funds and its sole managing member is Fortress Investment Fund GP (Holdings) LLC. The sole managing member of Fortress Investment Fund GP (Holdings) LLC is FOE II. FIG Corp. is the general partner of FOE II, and FIG Corp. is wholly-owned by Fortress Investment Group LLC. |
Remarks: |
Exhibit 24.1 - Power of Attorney |
/s/ Cameron D. MacDougall as Attorney-in-Fact for Wesley R. Edens | 01/30/2014 | |
** 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 5 (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. |