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