0000899243-21-020542.txt : 20210525 0000899243-21-020542.hdr.sgml : 20210525 20210525152301 ACCESSION NUMBER: 0000899243-21-020542 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210524 FILED AS OF DATE: 20210525 DATE AS OF CHANGE: 20210525 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Needleman Dana Goldsmith CENTRAL INDEX KEY: 0001742606 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36230 FILM NUMBER: 21960032 MAIL ADDRESS: STREET 1: 4300 NEW GETWELL ROAD CITY: MEMPHIS STATE: TN ZIP: 38118 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Tribune Publishing Co CENTRAL INDEX KEY: 0001593195 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 383919441 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 BUSINESS ADDRESS: STREET 1: 160 N. STETSON AVENUE CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 312 222 9100 MAIL ADDRESS: STREET 1: 160 N. STETSON AVENUE CITY: CHICAGO STATE: IL ZIP: 60601 FORMER COMPANY: FORMER CONFORMED NAME: tronc, Inc. DATE OF NAME CHANGE: 20160617 FORMER COMPANY: FORMER CONFORMED NAME: Tribune Publishing Co DATE OF NAME CHANGE: 20131127 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-05-24 1 0001593195 Tribune Publishing Co TPCO 0001742606 Needleman Dana Goldsmith C/O TRIBUNE PUBLISHING COMPANY 560 W. GRAND AVENUE CHICAGO IL 60654 1 0 0 0 Common Stock 2021-05-24 4 D 0 19586 17.25 D 0 D On May 24, 2021, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), by and among Tribune Publishing Company (the "Issuer"), Tribune Enterprises, LLC ("Parent"), and Tribune Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving company and as a wholly owned subsidiary of Parent. The Issuer duly filed a certificate of merger with the Delaware Secretary of State on May 24, 2021, at which time the Merger became effective (the "Effective Time"). (Continued from Footnote 1) Pursuant to the Merger Agreement, at the Effective Time, each share of the Issuer's issued and outstanding Common Stock ("Company Common Stock") (other than the Excluded Shares (as defined below) and the Dissenting Shares (as defined below)), was canceled and converted automatically into the right to receive $17.25 in cash, without interest (subject to any applicable withholding tax) (the "Merger Consideration"). Each share of Company Common Stock (i) owned by (x) Parent or any of its affiliates or associates or (y) the Issuer, as treasury stock, immediately prior to the Effective Time (collectively, the "Excluded Shares") or (ii) held by stockholders who have not voted in favor of the Merger and have properly and validly perfected their statutory rights of appraisal (the "Dissenting Shares") in accordance with Section 262 of the Delaware General Corporation Law, was canceled and ceased to exist, (Continued from Footnote 2) and no consideration was paid for those Excluded Shares and the Dissenting Shares. The Reporting Person was no longer a member of the Issuer's Board of Directors following the Effective Time. Name: /s/ Dana Goldsmith Needleman 2021-05-25