SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13D-2(a)
(Amendment No. 7)*

Sun-Times Media Group, Inc.

(Name of Issuer)

Class A Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

86688Q100

(CUSIP Number)

Abner Kurtin

K Capital Partners, LLC

855 Boylston Street, 11th Floor

Boston, MA 02116

(617) 646-7728

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 17, 2008

(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. x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 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).

CUSIP No.   86688Q100
	1.	Names of Reporting Persons. K Capital Structure Arbitrage Offshore, L.P.
	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 5,163,517 shares
			8.	Shared Voting Power 0 shares
			9.	Sole Dispositive Power 5,163,517 shares
			10.	Shared Dispositive Power 0 shares
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,163,517 shares
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13.	Percent of Class Represented by Amount in Row 11 6.24%
	14.	Type of Reporting Person (See Instructions) PN

2

CUSIP No.   86688Q100
	1.	Names of Reporting Persons. K Capital Offshore Master Fund (U.S. Dollar), L.P.
	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 3,457,795 shares
			8.	Shared Voting Power 0 shares
			9.	Sole Dispositive Power 3,457,795 shares
			10.	Shared Dispositive Power 0 shares
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,457,795 shares
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13.	Percent of Class Represented by Amount in Row 11 4.20%
	14.	Type of Reporting Person (See Instructions) PN

3

CUSIP No.   86688Q100
	1.	Names of Reporting Persons. K Capital Management, LLC
	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds AF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Massachusetts
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 8,621,312 shares
			8.	Shared Voting Power 0 shares
			9.	Sole Dispositive Power 8,621,312 shares
			10.	Shared Dispositive Power 0 shares
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 8,621,312 shares
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13.	Percent of Class Represented by Amount in Row 11 10.47%
	14.	Type of Reporting Person (See Instructions) IA/OO

4

CUSIP No.   86688Q100
	1.	Names of Reporting Persons. K Capital Partners, LLC
	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds AF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 8,621,312 shares
			8.	Shared Voting Power 0 shares
			9.	Sole Dispositive Power 8,621,312 shares
			10.	Shared Dispositive Power 0 shares
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 8,621,312 shares
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13.	Percent of Class Represented by Amount in Row 11 10.47%
	14.	Type of Reporting Person (See Instructions) OO

5

CUSIP No.   86688Q100
	1.	Names of Reporting Persons. Harwich Capital Partners, LLC
	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds AF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 8,621,312 shares
			8.	Shared Voting Power 0 shares
			9.	Sole Dispositive Power 8,621,312 shares
			10.	Shared Dispositive Power 0 shares
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 8,621,312 shares
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13.	Percent of Class Represented by Amount in Row 11 10.47%
	14.	Type of Reporting Person (See Instructions) OO

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CUSIP No.   86688Q100
	1.	Names of Reporting Persons. Abner Kurtin
	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds AF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization U.S. Citizen
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 8,621,312 shares
			8.	Shared Voting Power 0 shares
			9.	Sole Dispositive Power 8,621,312 shares
			10.	Shared Dispositive Power 0 shares
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 8,621,312 shares
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13.	Percent of Class Represented by Amount in Row 11 10.47%
	14.	Type of Reporting Person (See Instructions) IN

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CUSIP No.   86688Q100

This Amendment No. 7 amends and supplements the statement on Schedule 13D (the “Schedule 13D”) originally filed with the Securities and Exchange Commission on August 30, 2007 and amended by Amendment No. 1 on September 10, 2007, Amendment No. 2 on November 15, 2007, Amendment No. 3 on December 11, 2007, Amendment No. 4 on January 16, 2008, Amendment No. 5 on March 27, 2008 and Amendment No. 6 on November 11, 2008 by K Capital Structure Arbitrage Offshore, L.P., K Capital Offshore Master Fund (U.S. Dollar), L.P., K Capital Management, LLC, K Capital Partners, LLC, Harwich Capital Partners, LLC and Abner Kurtin (collectively, the “Reporting Persons”) with respect to the Class A Common Stock, $0.01 par value per share (the “Common Stock”), of Sun-Times Media Group, Inc., a Delaware corporation (the “Company”). Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.  From and after the date hereof, all references in the Schedule 13D to the Schedule 13D or terms of similar import shall be deemed to refer to the Schedule 13D as amended and supplemented hereby.

On December 17, 2008, Abner Kurtin, one of the Reporting Persons, sent a letter to the Chairman of the Company’s board of directors, a copy of which is filed as Exhibit H to this Schedule 13D and which is incorporated herein by reference, which informed the Company’s board of directors that the Reporting Persons consented to the election of the Davidson Kempner Partners nominees to the Company’s board of directors.

Neither the fact of this filing nor anything contained herein shall be deemed an admission by the Reporting Persons that they constitute a “group” as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

Items 4, 5 and 7 are hereby amended and supplemented as follows:

Item 4. Purpose of Transaction

The Reporting Persons, as large, long-time and concerned stockholders of the Company, continually evaluate their alternatives with respect to their investment in the Company and possible means to maximize shareholder value. The Reporting Persons are considering various strategies to increase the value of the Reporting Persons’ investment in the Company, including proposals to effect certain corporate governance changes at the Company, a merger or sale of the Company or a going private transaction.

On December 17, 2008, Abner Kurtin, one of the Reporting Persons, submitted a letter to Mr. Seitz, Chairman of the Company’s board of directors.  In the letter, Mr. Kurtin states that the Reporting Persons have provided their consent to the election of the Davidson Kempner Capital Management nominees to the board of directors of the Company.  The Reporting Persons have not had any substantial conversations with Davidson Kempner Management regarding their support for the Davidson Kempner Capital Management’s proposal.  A copy of the letter is filed as Exhibit H to this Schedule 13D filing and is incorporated herein by reference.  The foregoing and subsequent references to, and descriptions of, the letter, are qualified in their entirety by reference to such letter.  The Reporting Persons disclaim any admission that they constitute a & #147;group”, as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, with Davidson Kempner Capital Management and any entity associated with Davidson Kempner Capital Management as a result of the submission of the letter to the Company or by any other actions.

The Reporting Persons intend to review their investment in the Company on a continuing basis.  Depending on various factors including, without limitation, the Company’s financial position and strategic direction, the Company’s response to the letters sent by Abner Kurtin, price levels of the Common Stock, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Company as they deem appropriate including, but not limited to, purchasing additional Common Stock or other securities of the Company or selling some or all of their Common Stock.

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CUSIP No.   86688Q100

Item 5. Interest in Securities of the Issuer

(a) As of the date hereof, the Reporting Persons have the following interests in the Common Stock of the Company, based on the Company’s disclosure in its Form 10-Q filed on November 7, 2008, that as of October 31, 2008, the Company had 82,312,709 shares of its Common Stock outstanding:

(i) K Capital Structure Arbitrage Offshore, L.P. beneficially owns 5,163,517 shares, or 6.24%, of the Company’s outstanding Common Stock.

(ii) K Capital Offshore Master Fund (U.S. Dollar), L.P. beneficially owns 3,457,795 shares, or 4.20%, of the Company’s outstanding Common Stock.

(iii) K Capital Management, LLC, as Investment Manager of the Partnerships, may be deemed to beneficially own 8,621,312 shares, or 10.47% of the Company’s Common Stock.

(iv) K Capital Partners, LLC, as sole General Partner of the Partnerships, may be deemed to beneficially own 8,621,312 shares, or 10.47% of the Company’s Common Stock.

(v) Harwich Capital Partners, LLC, as Managing Member of the General Partner, may be deemed to beneficially own 8,621,312 shares, or 10.47% of the Company’s Common Stock.

(vi) Abner Kurtin, the Managing Member of Harwich, may be deemed to beneficially own 8,621,312 shares, or 10.47% of the Company’s Common Stock.

Each of the Investment Manager, the General Partner, Harwich and Mr. Kurtin disclaims beneficial ownership of the shares of Common Stock owned by the Partnerships.

(b) See Items 7 through 10 of the cover page for each Reporting Person.

(c) None of the Reporting Persons have engaged in any transactions of the Company’s Common Stock in the past sixty days.

(d) No person other than each respective owner of Common Stock referred to in this statement is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of such Common Stock.

(e) Not Applicable.

Item 7. Material to be Filed as Exhibits

EXHIBIT H            Letter to Mr. Seitz dated December 17, 2008

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CUSIP No.   86688Q100

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.

DATE: December 18, 2008

K CAPITAL MANAGEMENT, LLC
By:	/s/ Abner Kurtin
By: Abner Kurtin
Its: Chief Administrative Officer
K CAPITAL PARTNERS, LLC
By:	/s/ Abner Kurtin
By: Harwich Capital Partners, LLC
Its: Managing Member
By: Abner Kurtin
Its: Chief Administrative Officer
HARWICH CAPITAL PARTNERS, LLC
By:	/s/ Abner Kurtin
By: Abner Kurtin
Its: Chief Administrative Officer
K CAPITAL OFFSHORE MASTER FUND (U.S. DOLLAR), L.P.
By:	/s/ Abner Kurtin
By: K Capital Partners, LLC, General Partner
By: Harwich Capital Partners LLC
Its: Managing Member
By: Abner Kurtin
Its: Chief Administrative Officer
K CAPITAL STRUCTURE ARBITRAGE OFFSHORE, L.P.
By:	/s/ Abner Kurtin
By: K Capital Partners, LLC, General Partner
By: Harwich Capital Partners LLC
Its: Managing Member
By: Abner Kurtin
Its: Chief Administrative Officer
ABNER KURTIN
By:	/s/ Abner Kurtin

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EX-99.H

EXHIBIT H

To Mr. Raymond Seitz:

K Capital Management, LLC (“K Capital”), owner of 8.6 million SUTM shares, has signed the consent solicitation in order to give the company new, more experienced leadership to tackle the many issues the company is facing.  In addition, we commend you for stepping down and recognizing that it is in the best interest of shareholders to install a new board with new leadership.

Conversely, Cyrus Freidheim and Herbert Denton seem to be solely interested in staying on the board because of their desire to receive additional compensation from the company.  It is our belief that the board fees from Sun-Times represent Herbert Denton’s primary source of income and as a result there is a conflict of interest in his decision not to step down from the board.

Cyrus Freidheim and the board’s lack of newspaper experience has cost the shareholders dearly.  When Cyrus took over as CEO in 2006 every other newspaper was shrinking yet he embarked on a costly plan to expand the revenue base.  After losing tens of millions of dollars and receiving shareholder pressure he finally focused on cost cutting yet Sun Times remains years behind the curve.  Cyrus came to Sun-Times with a questionable past with regards to irregularities at Chiquita that took place under his watch.  The board chose to overlook those issued and it has proven to be a mistake.

The board nominated by Davidson Kempner has more experience in both financial restructuring and newspaper operations than the current board.  At the same time the new board provides a fresh set of eyes as opposed to the current board which must defend itself and justify years of poor performance and bad decisions.  It was a very easy decision for K Capital to sign the consent solicitation.

Furthermore, K Capital is shocked that the board would fight this proposal given the disastrous operating results and shareholder losses over the last few years due to the board’s inaction.  K Capital is particularly concerned by the behavior of Judith Thoyer and Paul Weiss in this matter.  Sun-Times has been a large revenue provider to Paul Weiss over the years even as company resources have been depleted.  We would hope the first order of business for a new board would be to review the legal expenditures of the board and the use of Paul Weiss in particular.

Sincerely,

/s/ Abner Kurtin

Abner Kurtin

Portfolio Manager

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