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. 3)*

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

9920 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)

March 27, 2017

(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 7,650,000 shares (See Item 5)
		(9)	SOLE DISPOSITIVE POWER None (See Item 5)
		(10)	SHARED DISPOSITIVE POWER 7,650,000 shares (See Item 5)
(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,650,000 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) 23.4% (See Item 5)
(14)	TYPE OF REPORTING PERSON (see instructions) OO

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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 7,650,000 shares (See Item 5)
		(9)	SOLE DISPOSITIVE POWER None (See Item 5)
		(10)	SHARED DISPOSITIVE POWER 7,650,000 shares (See Item 5)
(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,650,000 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) 23.4% (See Item 5)
(14)	TYPE OF REPORTING PERSON (see instructions) OO

Page 3 of 7

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 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 8,743,619 shares (See Item 5)
		(9)	SOLE DISPOSITIVE POWER 1,093,619 shares (See Item 5)
		(10)	SHARED DISPOSITIVE POWER 8,743,619 shares (See Item 5)
(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,743,619 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) 26.7% (See Item 5)
(14)	TYPE OF REPORTING PERSON (see instructions) PN

Page 4 of 7

This Amendment No. 3 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 and amendment no. 2 to Schedule 13D filed with the SEC on March 22, 2017 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”).

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 upon a total of 32,695,496 shares outstanding, based on the information contained in the Issuer’s Annual Report on Form 10-K filed on March 9, 2017 and the Current Report on Form 8-K filed on March 23, 2017.

Item 4. Purpose of Transaction.

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

On March 27, 2017, counsel for the Reporting Persons delivered the letter attached as Exhibit 5 hereto to the Issuer’s Board of Directors: 1) demanding that the agreement with certain of the Reporting Persons be amended so that they will be permitted to increase their ownership to 30% of the then outstanding common stock of the Issuer, as the Issuer did for Michael J. Ferro Jr.’s Merrick Ventures LLC (“Merrick”); and 2) demanding the opportunity to inspect certain of the Issuer’s books and records pursuant to Section 220 of the General Corporation Law of the State of Delaware (the “Section 220 Demand”). The purpose of the Section 220 Demand is to, among other things, investigate potential wrongdoing by the Issuer, its board of directors as composed at relevant times and certain of its officers in connection with its decisions to remove its poison pill, waive its insider trading policy as applied to Merrick, amend its standstill restrictions with Merrick in order to permit Merrick to increase its position to 30%, to move forward its annual meeting date by 30 days and only inform Dr. Soon-Shiong of its decision not to re-nominate him until after the nomination window had closed, and the Issuer’s decision to repurchase its shares from Oaktree Capital at a substantial premium and with price protection on a future change of control transaction, and repurchasing this stock during a blackout period.

In addition, as previously disclosed in the Schedule 13D filed by the Reporting Persons on June 8, 2016, NantWorks, LLC (“NantWorks”), an affiliate of the Reporting Persons, was finalizing terms with the Issuer for a co-exclusive, non-transferable, fee-bearing license pursuant to which the Issuer will receive access to over 100 machine vision and artificial intelligence technology patents for news media applications as well as access to and use of studio space made available by NantStudio, LLC, a subsidiary of NantWorks. While a more definitive agreement has not yet been finalized, NantWorks and the Issuer entered into a Binding Term Sheet on May 22, 2016 (the “Binding Term Sheet”), which provides that if the parties do not execute a more definitive agreement within a reasonable time, then the Binding Term Sheet will be enforceable against both parties, but is contingent upon Tribune Media approval. In connection with these transactions, the Company will issue to NantStudio, LLC 333,333 shares of Common Stock, which shares will be beneficially owned by the Reporting Persons.

Except as set forth herein, the Reporting Persons do not currently have any specific plan or proposal with respect to any action that would result in the occurrence of any of the matters specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to change their purpose and 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 7. MATERIAL TO BE FILED AS EXHIBITS.

The following document is filed as an exhibit to this Schedule 13D:

Exhibit 5: Letter from John B. Quinn to the Issuer, dated March 27, 2017.

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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: March 28, 2017

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

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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	Letter from John B. Quinn to the Issuer, dated March 27, 2017.

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EX-99.5

Exhibit 5

March 27, 2017

tronc, Inc.

Tribune Tower

435 North Michigan Avenue

Chicago, Illinois 60611

Attention: Board of Directors

Ladies and Gentlemen:

We have been retained by Nant Capital, LLC, California Capital Equity, LLC and Dr. Patrick Soon-Shiong (collectively “Nant”), who as you know are the holders of 8,743,619 shares of common stock of Tribune Publishing Company, the name of which was subsequently changed to tronc, Inc. (the “Company”), making Nant the Company’s second largest stockholder. Nant initially invested in the Company in May 2016, purchasing 4,700,000 shares of common stock at a price of $15.00 per share. At the time Nant made its initial investment, the Company faced an unsolicited acquisition proposal by Gannett Co., Inc. at a price of $12.25 per share. Prior to the Gannett proposal, the common stock was trading at approximately $7.50 per share. Nant invested in the Company in the belief that, among other things, the Company’s brands offered significant value creation potential, including the potential to accelerate value creation by enhancing the Company’s use of technology to monetize content. Nant provided more than $70 million of new capital to support the Company’s business strategy. The agreement for Nant’s initial investment substantially mirrored the terms of the investment made by Michael J. Ferro Jr.’s Merrick Ventures LLC (“Merrick”) in the Company in February 2016, except that Merrick

paid $8.50 per share for its shares of common stock.

Based upon representations by Mr. Ferro, non-executive chairman of the Board of the Company, it was Nant’s expectation that Nant and Merrick would be treated similarly and that both Nant and Merrick would be treated in a fair and even-handed manner by the Company. Not only was this reflected in Nant’s willingness to sign an agreement substantially similar to the one signed by Merrick, but the Company, Mr. Ferro and other management repeatedly assured Nant and its representatives that Nant and Merrick would be treated the same. We were therefore deeply troubled and surprised to have learned in late December 2016 that the Company not only waived any restriction on trading applicable to Mr. Ferro’s Merrick, as set forth in the Company’s insider trading policy, to allow Merrick to purchase 2,500,000 shares during a company blackout period, but terminated the Company’s poison pill early to allow this purchase. After Dr. Soon- Shiong insisted on a Board call that it was imperative that all Board members be treated equally, the Board agreed that Dr. Soon-Shiong and all other Board members could also purchase shares during a blackout period, as long as they were not in possession of material non-public information.

We were therefore doubly-surprised and troubled by recent actions by the Company (taken without any prior discussion with Nant) that once again have given preferential treatment to Merrick and to Mr. Ferro, permitting Merrick and Mr. Ferro to increase their control over the Company and to entrench the Board’s director nominees, all of which we believe are contrary to principles of good governance and to shareholders’ best interests. These actions have included, but are not limited to, the following:

• The Company moved forward the date of its annual meeting by more than 30 days, a maneuver designed to limit shareholders’ ability to nominate directors.

• The Board declined to re-nominate Dr. Patrick Soon-Shiong, or a replacement selected by Dr. Soon-Shiong, as a director. The Board notified Dr. Soon-Shiong of this decision only after the nomination window had closed.

• The Company terminated its “poison pill” early and waived its insider trading policy in order to accommodate a stock purchase by Merrick during a blackout period (as noted above).

• The Company amended the standstill restrictions in its investment agreement with Merrick to permit Merrick to increase its ownership of common stock to 30%; previously, both Merrick and Nant were subject to a 25% cap. This is particularly troubling because Merrick’s shares are subject to a voting agreement under which all shares held by Merrick must be voted in favor of the Board’s nominees for election as directors.

• The Company used $45 million of its cash to repurchase shares from Oaktree Capital at a substantial premium and with price protection on a future change of control transaction, again purchasing this stock during a blackout period.

Although Nant continues to have faith in the Company’s potential, and recently acquired additional shares confirming that view, Nant is troubled by the Company’s corporate governance, or lack thereof. Nant believes that this is one of the reasons the stock currently trades at a meaningful discount to Nant’s investment basis, which is disappointing given both the Company’s assets and the heightened appreciation for the importance of media in society in recent months.

Having provided substantial capital and an extraordinary demonstration of confidence in the Company in the face of what Nant considers poor corporate governance and the Gannett proposal, we find the Company’s treatment of Nant particularly egregious. We therefore demand that the Board, promptly after receipt of this letter, amend the agreement with Nant to permit Nant to increase its ownership of common stock to 30%, so that Nant receives the same treatment as Merrick. We also demand that any future concessions or waivers made in favor of Merrick or Mr. Ferro be similarly granted to Nant.

In addition, we have attached to this letter a demand for access to books and records of the company pursuant to Section 220 of the Delaware General Corporation Law, for the purpose of inspecting all books and records of the Company, including, without limitation, communications with members of the Board, the Company’s General Counsel, and the Company’s outside counsel, relating to the Company’s decision to move up the date of its annual meeting, the selection of the Company’s nominees for election at the 2017 annual meeting, the early termination of the “poison pill,” the amendment of the standstill restrictions applicable to Merrick, and the Company’s purchase of shares from Oaktree Capital.

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Finally, by this letter, you are hereby given notice not to destroy, conceal, or alter, but instead to preserve, all paper records or Electronically Stored Information (“ESI”) within your possession or control, including computer files and digital information of any other kind, that relate to the claims Nant has alleged. This preservation demand includes, without limitation, all paper records or ESI that may in any way be responsive to any discovery that may be served in any litigation relating to this matter.

Nant reserves all rights and remedies in connection with the foregoing.

Very truly yours,

/s/ John B. Quinn

John B. Quinn

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DEMAND FOR INSPECTION OF BOOKS AND RECORDS

PURSUANT TO DEL. CODE TIT. 8, § 220

Nant Capital, LLC and California Capital Equity, LLC, record holders of stock in tronc, Inc., formerly Tribune Publishing Company (“tronc”), and Dr. Patrick Soon-Shiong, director and record holder of stock in tronc (Dr. Soon-Shiong, Nant Capital, LLC, and California Capital Equity, LLC, collectively referred to herein as“Nant”), hereby demand inspection of the books and records of tronc and its subsidiaries pursuant to Del. Code tit. 8, § 220, as set forth in more detail below.

As required by Section 220, please respond no later than April 3, 2017 indicating whether tronc will permit the inspection demanded. If tronc fails to respond by April 3, 2017, or if tronc refuses to permit the inspection, Nant will be forced to pursue its available remedies.

In support of this demand, Charles Kenworthy, as the legal representative and/or manager of the record holders, declares under oath as follows:

Nant demands inspection of the following books and records during the normal business hours of tronc at its offices in Chicago, Illinois:

1. The corporate organizational documents of tronc and each of its subsidiaries, including, but not limited to, all certificates of incorporation, bylaws, operating agreements, and any amendments thereto.

2. All documents reflecting actions taken by the board of directors of tronc and each of its subsidiaries from the date of tronc’s spinoff from the Tribune Company (August 4, 2014) to the present, including, but not limited to, all written consents and all exhibits attached thereto.

3. All documents reflecting actions taken by the stockholders of tronc and each of its subsidiaries from August 4, 2014 to the present.

4. All minutes of the board of directors of tronc from August 4, 2014 to the present.

5. All board packets or other materials distributed to the board of directors of tronc from August 4, 2014 to the present.

6. All communications involving members of the board, tronc’s General Counsel, tronc management, and/or tronc’s outside counsel, relating to (i) tronc’s decision to move up the date of its 2017 Annual Meeting; (ii).the selection of tronc’s nominees for election at the 2017 Annual Meeting; (iii) the early termination of tronc’s “poison pill”; (iv) waiver of tronc’s insider trading policy as applied to Merrick Ventures LLC (“Merrick”) during a blackout period; (v) amendment of standstill restrictions in tronc’s investment agreement with Merrick to permit Merrick to increase its ownership of tronc common stock to 30%; ; and/or (vi) tronc’s recent purchase of certain of its shares from Oaktree Capital

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7. All offers to purchase any portion of the stock and/or assets of tronc received by tronc or its board of directors from August 4, 2014 to the present, and all analyses and communications regarding each offer.

8. All offers to sell any portion of the stock and/or assets of tronc considered by the board of directors of tronc from August 4, 2014 to the present, and all analyses and communications regarding each offer.

9. All valuations of any or all series of stock in tronc from August 4, 2014 to the present, including, but not limited to, any valuations for the purpose of issuing stock options or investigating a potential sale of stock.

10. All valuations of tronc and/or any of its subsidiaries undertaken in connection with the August 4, 2014 spinoff or subsequently, including, but not limited to, any valuations for the purpose of investigating a potential stock purchase or sale.

11. All quarterly and annual financial statements of tronc and each of its subsidiaries from August 4, 2014 to the present, including, but not limited to, all audited and unaudited balance sheets, income statements, cash flow statements, statements of stockholder equity, and tax returns.

12. All forecasts and budgets prepared for tronc and each of its subsidiaries from August 4, 2014 to the present, including, but not limited to, comparisons between forecasted or budgeted numbers and actual results.

13. tronc’s most recent stock ledger and a list of its stockholders.

14. All documents and communications relating to the decision of the tronc board not to re-nominate Dr. Patrick Soon-Shiong, or a replacement selected by Dr. Soon-Shiong, as a director in 2017, and the decision not to notify Dr. Soon-Shiong of this decision until after the nomination window had closed.

Nant demands inspection of the books and records listed above for the purpose of, inter alia, (i) determining its rights as a stockholder of tronc; (ii) estimating the value of its interest in tronc; (iii) protecting the value of its interest in tronc, including by investigating possible waste of corporate assets, mismanagement, and breaches of fiduciary duty; and (iv) investigating the opportunities available for transferring its stock in tronc.

Nant demands that tronc make the books and records listed above available to its

manager and legal representative Charles Kenworthy and its attorneys, John B. Quinn and Harry

A. Olivar, Jr. of Quinn Emanuel Urquhart & Sullivan, LLP, on or before April 3, 2017. Nant

hereby authorizes Mr. Kenworthy, and Messrs. Quinn and Olivar and other Quinn Emanuel personnel to act on behalf of Nant in obtaining and reviewing the books and records of Nant.

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I declare under penalty of perjury that the foregoing is true and correct, and that this declaration was executed on this 26^th day of March, 2017, at Los Angeles, California.

/s/ Charles Kenworthy

Charles Kenworthy, Manager and Legal Representative, for the above listed Nant Parties

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