SC 13D/A 1 d297143dsc13da.htm SC 13D/A 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. 1)*

 

 

tronc, Inc.

(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

9922 Jefferson Boulevard

Culver City, California 90232

(310) 836-6400

With a Copy to:

Martin J. Waters

Daniel L. Horwood

Wilson Sonsini Goodrich & Rosati

Professional Corporation

12235 El Camino Real, Suite 200

San Diego, California 92130

(858) 350-2300

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

November 21, 2016

(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).

 

 

 


CUSIP No. 89703P107   13D/A  

 

  (1)   

NAMES OF REPORTING PERSONS

 

California Capital Equity, LLC

  (2)  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(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

 

4,700,000 shares (See Item 5)

     (9)   

SOLE DISPOSITIVE POWER

 

None (See Item 5)

   (10)   

SHARED DISPOSITIVE POWER

 

4,700,000 shares (See Item 5)

(11)  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,700,000 shares (See Item 5)

(12)  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

(13)  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

12.9% (See Item 5)

(14)  

TYPE OF REPORTING PERSON (see instructions)

 

OO

 

 

Page 2 of 8


CUSIP No. 89703P107   13D/A  

 

  (1)   

NAMES OF REPORTING PERSONS

 

Nant Capital, LLC

  (2)  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(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

 

4,700,000 shares (See Item 5)

     (9)   

SOLE DISPOSITIVE POWER

 

None (See Item 5)

   (10)   

SHARED DISPOSITIVE POWER

 

4,700,000 shares (See Item 5)

(11)  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,700,000 shares (See Item 5)

(12)  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

(13)  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

12.9% (See Item 5)

(14)  

TYPE OF REPORTING PERSON (see instructions)

 

OO

 

 

Page 3 of 8


CUSIP No. 89703P107   13D/A  

 

  (1)   

NAMES OF REPORTING PERSONS

 

Patrick Soon-Shiong

  (2)  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(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

 

849,066 (See Item 5)

     (8)   

SHARED VOTING POWER

 

5,549,066 shares (See Item 5)

     (9)   

SOLE DISPOSITIVE POWER

 

849,066 (See Item 5)

   (10)   

SHARED DISPOSITIVE POWER

 

5,549,066 shares (See Item 5)

(11)  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,549,066 shares (See Item 5)

(12)  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

(13)  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

15.2% (See Item 5)

(14)  

TYPE OF REPORTING PERSON (see instructions)

 

PN

 

 

Page 4 of 8


This Amendment No. 1 amends and supplements the Schedule 13D (as amended, this “Schedule 13D”) filed with the Securities and Exchange Commission (the “SEC”) on June 7, 2016, by certain of the Reporting Persons (as defined below) with respect to the common stock, par value $0.01 per share (“Common Stock”) of tronc, Inc., a Delaware corporation (formerly known as Tribune Publishing Company, 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”), to reflect the acquisition of beneficial ownership of securities of the Issuer in an amount greater than one percent (1%).

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

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of this Schedule 13D is hereby amended and restated as follows:

The Reporting Persons are filing this Schedule 13D in connection with the purchase of an aggregate of 438,509 shares of Common Stock of the Issuer between November 4, 2016 and November 22, 2016. All of the shares of Common Stock to which this Amendment No. 1 relates were purchased on behalf of the Reporting Persons using their investment capital or funds under management. The aggregate purchase price of the 438,509 shares of Common Stock acquired was approximately $5,080,268.40 (including brokerage commissions and transaction costs).

Item 4. Purpose of Transaction.

Item 4 of this Schedule 13D is hereby amended to include the following:

As noted in Item 3, the Reporting Persons are filing this Schedule 13D as a result of the purchase of purchase of an aggregate of 438,509 shares of Common Stock of the Issuer between November 4, 2016 and November 22, 2016.

Item 5. Interest in Securities of the Issuer.

Items 5(a) and 5(b) of this Schedule 13D are hereby amended and restated as follows:

 

  (a) - (b) Nant Capital beneficially owns, in the aggregate, 4,700,000 shares of Common Stock, representing approximately 12.9% of the outstanding Common Stock of the Company. CalCap and Dr. Soon-Shiong may be deemed to beneficially own, and share voting power and investment power with Nant Capital over all shares of Common Stock beneficially owned by Nant Capital.

Dr. Soon-Shiong beneficially owns 849,066 shares of Common Stock. Dr. Soon-Shiong has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition, of all such 5,549,066 shares of Common Stock. As a result, Dr. Soon-Shiong may be deemed to beneficially own, in the aggregate, 5,549,066 shares of Common Stock, representing approximately 15.2% of the outstanding Common Stock of the Company.

 

Page 5 of 8


Item 5(c) of this Schedule 13D is hereby amended to include the following information:

 

  (b) The following is a list of transactions in the Issuer’s Common Stock effected by Dr. Soon-Shiong during the past 60 days in open market transactions. Other than as set forth immediately below, none of the Reporting Persons has engaged in any transaction during the past 60 days involving the Issuer’s Common Stock.

 

Transaction Date

   Transaction Type    Shares      Average Price
Per Share
 

November 4, 2016

   Purchase      28,749       $ 9.48   

November 7, 2016

   Purchase      2,600       $ 10.00   

November 8, 2016

   Purchase      200,000       $ 11.175   

November 9, 2016

   Purchase      33,775       $ 11.608   

November 10, 2016

   Purchase      35,301       $ 11.604   

November 11, 2016

   Purchase      25,790       $ 12.254   

November 14, 2016

   Purchase      8,250       $ 12.30   

November 16, 2016

   Purchase      26,164       $ 12.85   

November 17, 2016

   Purchase      20,109       $ 12.75   

November 18, 2016

   Purchase      18,312       $ 12.75   

November 21, 2016

   Purchase      21,475       $ 12.69   

November 22, 2016

   Purchase      17,984       $ 12.73   

 

Page 6 of 8


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: November 25, 2016

 

NANT CAPITAL, LLC
By:  

/s/ Charles Kenworthy

Its:   Manager
CALIFORNIA CAPITAL EQUITY, LLC
By:  

/s/ Charles Kenworthy

Its:   Manager
PATRICK SOON-SHIONG

/s/ Patrick Soon-Shiong

 

Page 7 of 8


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).

 

Page 8 of 8