SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

Tribune Publishing Company

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

89703P107

(CUSIP Number)

California Capital Equity, LLC

Attn: Patrick Soon-Shiong

9920 Jefferson Boulevard

Culver City, California 90232

(310) 836-6400

With a Copy to:

Philip Richter

Brian Mangino

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

(212) 859-8000

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

January 17, 2019

(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 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. 89703P107                                                                                                          13D/A

1	NAMES OF REPORTING PERSONS
	California Capital Equity, LCC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC, AF (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			None (See Item 5)
		8	SHARED VOTING POWER
			7,650,000 share (See Item 5)
		9	SOLE DISPOSITIVE POWER
			None (See Item 5)
		10	SHARED DISPOSITIVE POWER
			7,650,000 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,650,000 shares (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	21.5% (See Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 89703P107                                                                                                          13D/A

1	NAMES OF REPORTING PERSONS
	Nant Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC, AF (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			None (See Item 5)
		8	SHARED VOTING POWER
			7,650,000 shares (See Item 5)
		9	SOLE DISPOSITIVE POWER
			None (See Item 5)
		10	SHARED DISPOSITIVE POWER
			7,650,000 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,650,000 shares (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	21.5% (See Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 89703P107                                                                                                          13D/A

1	NAMES OF REPORTING PERSONS
	Patrick Soon-Shiong
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC, AF (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			1,093,619 (See Item 5)
		8	SHARED VOTING POWER
			7,650,000 share (See Item 5)
		9	SOLE DISPOSITIVE POWER
			1,093,619 shares (See Item 5)
		10	SHARED DISPOSITIVE POWER
			7,650,000 shares (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,743,619 shares (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	24.6% (See Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

This Amendment No. 7 (the “Amendment”) amends and supplements the Schedule 13D (as amended, this “Schedule 13D”) filed with the Securities and Exchange Commission (the “SEC”) on June 7, 2016, as amended by amendment no. 1 to Schedule 13D filed with the SEC on November 23, 2016, amendment no. 2 to Schedule 13D filed with the SEC on March 22, 2017, amendment no. 3 to Schedule 13D filed with the SEC on March 28, 2017, and amendment no. 4 to Schedule 13D filed with the SEC on April 5, 2017, amendment no. 5 to Schedule 13D filed with the SEC on April 6, 2017, and amendment no. 6 to Schedule 13D filed with the SEC on February 8, 2018 by certain of the Reporting Persons (as defined below) with respect to the common stock, par value $0.01 per share (“Common Stock”) of Tribune Publishing Company, a Delaware corporation (formerly known as tronc, Inc., the “Issuer”) by Dr. Patrick Soon-Shiong, a natural person and citizen of the United States, Nant Capital, LLC, limited liability company organized under the laws of the state of Delaware (“Nant Capital”) and California Capital Equity, LLC, a limited liability company organized under the laws of the state of Delaware (“CalCap” and, together with Dr. Soon-Shiong, and Nant Capital, the “Reporting Persons”).

Except as otherwise set forth below, the information set forth in the Schedule 13D remains unchanged and is incorporated by reference into this Amendment.

Percentages are based on 35,601,362 shares of Common Stock issued and outstanding as of November 5, 2018 as disclosed by the Company in the Quarterly Report on Form 10-Q of the Company filed by the Company on November 8, 2018.

Item 4. Purpose of Transaction.

Item 4 of this Schedule 13D is hereby amended and restated as follows:

On January 17, 2019, Dr. Soon-Shiong, Nant Capital and one of their affiliates (the “PSS Parties”) entered into a Standstill and Voting Agreement (the “Standstill Agreement”) with the Issuer under which the Standstill Parties agreed that, until June 30, 2020, they and their affiliates will not (a) make or participate in any “solicitation” of “proxies” (as defined in the rules of the SEC) to vote, or seek or advise or knowingly influence any person with respect to the voting of any voting securities of the Issuer, (b) join or participate in a “group” (as defined in the rules of the SEC) in connection with any voting securities of the Issuer, (c) seek to control or knowingly influence the management, board of directors (the “Board”) or policies of the Issuer, subject to certain exceptions, (d) take any action that would reasonably be expected to require the Issuer to make a public announcement regarding any of the foregoing prohibited actions or (e) enter into any arrangements with or encourage any other persons in connection with any of the foregoing matters.

Under the Standstill Agreement, the PSS Parties also agreed that, until June 30, 2020, they and their affiliates will vote their shares of Common Stock (a) in favor of each nominee or director designated by the Nominating and Governance Committee of the Board at each election of directors and (b) in accordance with the Board’s recommendation on any “Change of Control” (as defined in the Standstill Agreement) transaction involving the Issuer brought to a vote of the Issuer’s stockholder, subject to the transaction meeting certain minimum price requirements.

The foregoing description of the Standstill Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Standstill Agreement, a copy of which is included as Exhibit 6 hereto and is incorporated herein by reference.

Subject to the restrictions set forth in the Standstill Agreement, the Reporting Persons reserve the right to formulate and implement plans or proposals with respect to the Issuer at any time and from time to time, including, but not limited to, purchasing or otherwise acquiring additional securities of the Issuer (subject to any contractual or other limitations that may current exist), selling or otherwise disposing of any securities of the Issuer beneficially owned by the Reporting Persons, in each case in the open market or in privately negotiated transactions or formulating other plans or proposals regarding the Issuer or its securities to the extent deemed advisable by the Reporting Persons in light of, among other things, the investment strategy of the Reporting Persons, market conditions, subsequent developments affecting the Issuer and the general business and future prospects of the Issuer.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of this Schedule 13D is hereby amended and restated as follows:

The information regarding the Standstill Agreement set forth in Item 4 above is incorporated herein by reference in response to Item 6.

Item 7. Material to be Filed as Exhibits.

Item 7 of this Schedule 13D is hereby amended and restated as follows:

The following documents are filed as Exhibits to this Schedule 13D:

1	Joint Filing Agreement (incorporated by reference to Exhibit 1 to the Schedule 13D filed on June 7, 2016).
2	Securities Purchase Agreement, by and among Tribune Publishing Company, Nant Capital, LLC and Dr. Patrick Soon-Shiong, dated as of May 22, 2016 (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K (File No. 001¬36230) filed with the SEC on May 23, 2016).
3	Registration Rights Agreement, by and between Tribune Publishing Company and Nant Capital, LLC, dated as of May 22, 2016 (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K (File No. 001- 36230) filed with the SEC on May 23, 2016).
4	Stock Purchase Agreement, dated as of February 24, 2017, by and between HG Vora Special Opportunities Master Fund, Ltd. and Nant Capital, LLC (incorporated by reference to Exhibit 4 to the Schedule 13D/A filed on March 22, 2017).
5	Membership Interest Purchase Agreement, dated February 8, 2018, by and among Nant Capital and the Issuer (incorporated by reference to Exhibit 2.1 to the Form 8K filed by the Issuer on February 7, 2018).
6	Standstill and Voting Agreement, dated January 17, 2019, by and among Nant Capital, Dr. Soon-Shiong, NantMedia Holdings, LLC and the Issuer.

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the information set forth in this statement is true, complete and correct.

Dated: January 18, 2019

NANT CAPITAL LLC
By:	/s/ Charles Kenworthy
Its President

CALIFORNIA CAPITAL EQUITY, LLC
By:	/s/ Charles Kenworthy
Its Manager

PATRICK SOON-SHIONG
By:	/s/ Patrick Soon-Shiong

EXHIBIT INDEX

Exhibit Number	Description
1	Joint Filing Agreement (incorporated by reference to Exhibit 1 to the Schedule 13D filed on June 7, 2016).
2	Securities Purchase Agreement, by and among Tribune Publishing Company, Nant Capital, LLC and Dr. Patrick Soon-Shiong, dated as of May 22, 2016 (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K (File No. 001¬36230) filed with the SEC on May 23, 2016).
3	Registration Rights Agreement, by and between Tribune Publishing Company and Nant Capital, LLC, dated as of May 22, 2016 (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K (File No. 001- 36230) filed with the SEC on May 23, 2016).
4	Stock Purchase Agreement, dated as of February 24, 2017, by and between HG Vora Special Opportunities Master Fund, Ltd. and Nant Capital, LLC (incorporated by reference to Exhibit 4 to the Schedule 13D/A filed on March 22, 2017).
5	Membership Interest Purchase Agreement, dated February 8, 2018, by and among Nant Capital and the Issuer (incorporated by reference to Exhibit 2.1 to the Form 8K filed by the Issuer on February 7, 2018).
6	Standstill and Voting Agreement, dated January 17, 2019, by and among Nant Capital, Dr. Soon-Shiong, NantMedia Holdings, LLC and the Issuer.

EX-99.6

Exhibit 6

January 17, 2019

Tribune Publishing Company160 N. Stetson AvenueChicago, Illinois 60601

Ladies and Gentlemen:

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, this letter agreement confirms the agreements of NantMedia Holdings, LLC (“NantMedia”), Nant Capital, LLC (“NantCapital”) and Dr. Patrick Soon-Shiong (“PSS”) to and for the benefit of Tribune Publishing Company, f/k/a tronc, Inc. (“Tribune”) as follows:

1.From and after the date of this letter agreement until June 30, 2020, each of NantMedia, NantCapital and PSS and their respective Affiliates agree that they will not, directly or indirectly (except with the approval of Tribune): (i) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission promulgated under Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to vote, or seek to advise or knowingly influence any Person with respect to the voting of, any voting securities of Tribune or its Subsidiaries, (ii) form, join or in any way participate in a “group” (as defined in Section 13(d)(3) of the Exchange Act) in connection with any voting securities of Tribune or its Subsidiaries, (iii) otherwise act, alone or in concert with others, to seek to control or (other than as it relates to the Transition Services Agreement and the MIPA) knowingly influence the management, Board or policies of Tribune, (iv) take any action that would reasonably be expected to cause or require Tribune to make a public announcement regarding any actions prohibited by this paragraph or (v) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, knowingly assist or knowingly encourage, any other persons in connection with any of the foregoing. Neither NantMedia, NantCapital nor PSS nor any of its Affiliates shall directly or indirectly make, in each case to Tribune or a third party, any proposal, statement or inquiry, or disclose any intention, plan or arrangement, whether written or oral, inconsistent with the foregoing.

2.From and after the date of this letter agreement until June 30, 2020, each of NantMedia, NantCapital and PSS and their respective Affiliates who or which now or hereafter own or have the right to vote or direct the vote of any Shares shall, in respect of (1) any election of directors or at any meeting of the stockholders of Tribune called expressly for the removal of directors, vote or cause to be voted all Shares that they are entitled to vote, whether now owned or hereafter acquired, in favor of any nominee or director designated by the Nominating and Governance Committee of the Board and against the removal of any director designated by the Nominating and Governance Committee of the Board and (2) any transaction that would effect a Change of Control of Tribune, for which a vote of holders of Shares is taken, vote or cause to be voted, in each case, all Shares that they are entitled to vote with respect to such transaction, whether now owned or hereafter acquired, in accordance with the Board’s recommendation to stockholders on such transaction, provided that (i) the upfront consideration paid to NantMedia, NantCapital, PSS and their respective Affiliates for their Shares in such Change of Control transaction shall be no less than the Minimum Consideration and (ii) NantMedia, NantCapital and PSS and their respective Affiliates shall receive in such transaction for their Shares consideration per Share that is no less than the price per share (and the same form and ratio of consideration) paid to any other stockholder of Tribune in connection with such transaction. For the avoidance of doubt, if (i) the upfront consideration to be paid to NantMedia, NantCapital, PSS or any of their respective Affiliates for their Shares in such Change of Control transaction is less than the Minimum Consideration or (iii) NantMedia, NantCapital, PSS or any of their respective Affiliates shall receive in such transaction for their Shares consideration per Share that is less than the price per share (or a different form or ratio of consideration) paid to any other stockholder of Tribune in connection with such transaction, then each of NantMedia, NantCapital and PSS and their Affiliates shall not be bound by the foregoing clause (2) of this Section 2.

3.Nothing in this letter agreement shall amend, modify or otherwise affect the rights and obligations of NantCapital or Tribune under the Membership Interest Purchase Agreement (the “MIPA”), dated as of February 7, 2018, between NantCapital and Tribune, which MIPA shall continue in full force and effect in accordance with the terms thereof.

4.Capitalized terms used in this letter agreement shall have the meanings given to them in the Transition Services Agreement, dated as of June 18, 2018, by and between NantMedia and Tribune (the “Transition Services Agreement”). The following terms used in this letter agreement have the following meanings:

   (a)“Board” means the Board of Directors of Tribune, as now or hereafter constituted from time to time.

   (b)“Change of Control” means (1) the acquisition by any Person or group of the beneficial ownership of more than 50% of the voting securities of Tribune issued and outstanding, (2) the consummation of a merger or consolidation of Tribune into or with another Person in which the stockholders of Tribune immediately prior to the consummation of such transaction (including a series of related transactions) shall own less than 50% of the voting securities (or have the right to appoint less than 50% of the members of the board of directors) of the surviving Person (or the parent of the surviving Person where the surviving Person is wholly owned by the parent Person) immediately following the consummation of such transaction (including a series of related transactions), or (3) the consummation of, in one or a series of related transactions, the sale, transfer or lease (but not including a lease by pledge or mortgage to a bona fide lender of Tribune) of all or substantially all of the assets of Tribune to another Person.

   (c)“Shares” means any and all shares of common stock, par value $0.01 per share, of Tribune issued to, purchased by or held by NantMedia, NantCapital or PSS or any of their respective Affiliates.

5.This letter agreement, and all controversies arising out of or relating to this letter agreement, shall in all respects be governed by, and construed in accordance with, the Laws of the State of Delaware (excluding conflict of laws or choice of laws rules and principles of the State of Delaware or any other jurisdiction) applicable to agreements made and to be performed entirely within such State, including all matters of construction, validity and performance.

[Signature Page Follows]

Please kindly countersign this letter agreement to confirm your agreement with the foregoing terms and conditions.

Sincerely,

NantMedia Holdings, LLC		Nant Capital, LLC
By:	/s/ Patrick Soon-Shiong	By:	/s/ Patrick Soon-Shiong
Name:	Patrick Soon-Shiong	Name:	Patrick Soon-Shiong
Title:	Chairman & CEO	Title:	Chairman & CEO

Dr. Patrick Soon-Shiong
By:	/s/ Patrick Soon-Shiong

ACKNOWLEDGED AND AGREED:

Tribune Publishing Company

By:	/s/ Justin Dearborn
Name:	Justin Dearborn
Title:	Chairman & CEO