Tweedy Browne Co LLC – ‘SC 13D/A’ on 5/13/08 re: Sun-Times Media Group Inc

On:  Tuesday, 5/13/08, at 9:59am ET   ·   Accession #:  950135-8-3655   ·   File #:  5-43563

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Sun-Times Media Group, Inc.                            5     22K 

Document Table of Contents

SC 13D/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
 (Amendment No. 14)*
of
Tweedy, Browne Company LLC

 Under the Securities Exchange Act of 1934

 SUN-TIMES MEDIA GROUP, INC.
 (FORMERLY HOLLINGER INTERNATIONAL INC.)
(Name of Issuer)

Class A - Common Stock, Par Value $.01 per share
(Title of Class of Securities)

 86688Q100
(CUSIP Number)

 Christopher H. Browne
 350 Park Avenue
New York, New York 10022
(212) 916-0600
(Name, Address and Telephone Number of Persons
 Authorized to Receive Notices and Communications)

 May 8, 2008
 (Date of Event which Required Filing of this Statement)

SC 13D/A
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If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition which is the subject of this Schedule 13D, and is filing this   
schedule because of Rule 13d-1(b)(3) or (4), check the following box [X].       

Check the following box if a fee is paid with the statement [ ]. (A fee is not  
required only if the reporting person: (1) has a previous statement on file     
reporting beneficial ownership of more than five percent of the class of        
securities described in Item 1; and (2) has filed no amendment subsequent       
thereto reporting beneficial ownership of five percent or less of such class.)  
(See Rule 13d-7.)                                                               

*    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 the provisions of the Act (however, see the Notes). 

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CUSIP No. 86688Q100                                                             

--------------------------------------------------------------------------------
(1)  Names of Reporting Persons I.R.S. Identification Nos. of Above Persons     

Tweedy, Browne Company LLC ("TBC")                                    
--------------------------------------------------------------------------------
(2)  Check the Appropriate Box if a Member of a Group (See Instructions)        

(a)  [ ]                                                              
(b)  [X]                                                              
--------------------------------------------------------------------------------
(3)  SEC Use Only                                                               

--------------------------------------------------------------------------------
(4)  Source of Funds (See Instructions)                                         

00                                                                    
--------------------------------------------------------------------------------
(5)  Check if Disclosure of Legal Proceedings is Required Pursuant to Items     
(2)(d) or 2(e)                                                        

[ ]                                                                   
--------------------------------------------------------------------------------
(6)  Citizenship or Place of Organization                                       

Delaware                                                              
--------------------------------------------------------------------------------
(7)  Sole Voting Power                            

                  TBC has sole voting power with respect to 2,206,892 shares
              held in certain TBC accounts (as hereinafter defined).
                    Additionally, certain of the members of TBC may be deemed to
                have sole power to vote certain shares as more fully set
forth herein.                           
               -----------------------------------------------------------------
NUMBER OF    (8)  Shared Voting Power                                       
SHARES                                                                    
BENEFICIALLY        0 shares                                                    
  OWNED BY     -----------------------------------------------------------------
EACH       (9)  Sole Dispositive Power                                  
REPORTING                                                                   
 PERSON           0 shares, except that certain of the members of TBC may be
WITH            deemed to have sole power to vote certain shares as more
fully set forth herein.                 
               -----------------------------------------------------------------
(10) Shared Dispositive Power                     

                2,206,892 shares held in accounts of TBC (as hereinafter
defined).                               
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person               

2,206,892 shares                                                      
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See     
Instructions)                                                         

[X]                                                                   
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)                         

3.37%                                                                 
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)                                

BD, IA & 00                                                           
--------------------------------------------------------------------------------

SC 13D/A
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PRELIMINARY NOTE                                                                

  This Amendment No. 14 to a Statement on Schedule 13D (the "Amendment No.
14") is being filed by Tweedy, Browne Company LLC ("TBC"), which is no longer   
the beneficial owner in the aggregate of in excess of 5% of the Class A - Common
Stock of Sun-Times Media Group, Inc. ("formerly Hollinger International Inc.).  
This Amendment No. 14 amends an Amendment No. 13 to a Statement on Schedule 13D 
filed by TBC and dated March 28, 2008. However, the filing of this Amendment No.
14 should not be deemed an admission that TBC comprises a group within the      
meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as      
amended (the"Act").                                                             

     This Amendment No. 14 relates to the Class A - Common Stock, $.01 par value
(the "Common Stock"), of Sun-Times Media Group, Inc. (the "Company"), which, to 
the best knowledge of the person filing this Schedule 13D, is a company         
organized under the laws of Delaware, with its principal executive offices      
located at 350 North Orleans Street, Floor 10 South, Chicago, Illinois          
60654-1771.                                                                     

     This Amendment No. 14 contains information regarding shares of Common Stock
that may be deemed to be beneficially owned by TBC. Such shares are held in the 
accounts of various customers of TBC (the "TBC Accounts"), with respect to which
TBC has obtained sole or shared voting power.                                   

     Other than as set forth below, to the best knowledge of TBC, there has been
no material change in the information set forth in response to Items 1, 2, 6 and
7 of the Statement, as amended. Accordingly, those Items are omitted from this  
Amendment No. 14.                                                               

ITEM 3. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION                      

   As of the date hereof, the number of shares with respect to which TBC may
be deemed to be the beneficial owner is 2,206,892 shares of Common Stock (the   
"TBC Shares"). The aggregate cost of the TBC Shares, including brokerage        
commissions, was $23,279,681.92.                                                

ITEM 4. PURPOSE OF TRANSACTION                                                  

This serves to amend Item No. 4 of Amendment No. 13 to a Statement on 
Schedule 13D dated March 28, 2008. By this amendment, TBC is disclosing that    
since the date of its last 13D filing, it has decreased its beneficial ownership
to under 5% of the shares outstanding as a result of sales which were effected  
on behalf of various client accounts in the routine course of TBC's management  
of these accounts. The percentage of Common Stock being reported herein is based
on 65,438,124 shares outstanding as of April 30, 2008 and reported in the       
Company's Form 10Q filed with the SEC on May 9, 2008 for the quarterly period   
ended March 31, 2008.                                                           

 No amendment is being made relating to TBC's prior Schedule 13D filings
with regard to matters which may cause or result in TBC having discussions with 
third parties, shareholders and management regarding one or more of the actions 
or transactions described in clause (a) through (j) of Item 4 of the Schedule   
13D form.                                                                       

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER                                    

    (a) As of the date hereof, TBC may be deemed to be the beneficial owner of
an aggregate of 2,206,892 shares of Common Stock, which constitutes             
approximately 3.37% of the 65,438,124 shares of Common Stock which TBC believes 
to be the total number of shares of Common Stock outstanding. The TBC Shares are
held in the TBC Accounts.                                                       

  TBC and its Members (as defined in Item 2 of a Statement on Schedule 13D
filed by TBC dated May 19, 2003) disclaims that it is the beneficial owner of   
any of the shares of Common Stock held in the TBC Accounts. The aggregate number
of shares of Common Stock with respect to which TBC could be deemed to be the   
beneficial owner as of the date hereof, is 2,206,892 shares, which constitutes  
approximately 3.37% of the 65,438,124 shares of Common Stock, which the filing  
person believes to be the total number of shares of Common Stock outstanding,   
but nothing contained herein shall be construed as an admission that TBC is the 
beneficial owner of any of the TBC Shares.                                      

    The aggregate number of shares and percentage of Common Stock with respect
to which each of the Members may be deemed to be the beneficial owner by reason 
of his being a member of TBC, is 2,206,892 shares, which constitutes            
approximately 3.37% of the 65,438,124 shares of Common Stock outstanding.       

     Except as described herein, to the best knowledge of TBC, no person who may
be deemed to comprise a group with TBC or any other person named in Item 2 of   
the Statement, beneficially owns any shares of Common Stock.                    

SC 13D/A
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(b) TBC has investment discretion with respect to 2,206,892 shares of 
Common Stock held by the TBC Accounts and has shared power to dispose or direct 
the disposition of all of such shares. Of these shares of Common Stock, TBC has 
sole power to vote or to direct the voting of 2,206,892 shares of Common Stock  
held in certain TBC Accounts.                                                   

      Each of the Members of TBC, solely by reason of their positions as
such, may be deemed to have (i) shared power to dispose of or to direct the     
disposition of all of the shares of Common Stock held in the TBC Accounts; and  
(ii) sole power to vote or direct the vote of 2,206,892 shares of Common Stock  
held in certain TBC Accounts.                                                   

    (c) Transactions in Common Stock effected by TBC since March 28, 2008, the
date of the filing person's last filing on Schedule 13D and ended as of the date
hereof are set forth below.                                                     

                                                                [Download Table]

TBC Accounts   No of shares sold   Price per share
------------   -----------------   ---------------
                                                  
03/28/08             397,836           $0.8066    
05/08/08           1,965,355           $0.6500    

(d) To the best knowledge of TBC, each of the persons maintaining an  
account with TBC has the right to receive or the power to direct the receipt of 
dividends from, or the proceeds from the sale of, the shares of Common Stock    
held in said person's TBC Account.                                              

  (e) TBC ceased to be the beneficial owner of more than 5% of the Class-A
Common Stock on May 8, 2008.                                                    

 SIGNATURE

     Tweedy, Browne Company LLC, after reasonable inquiry and to the best of its
knowledge and belief, hereby certifies that the information set forth in this   
Amendment No. 14 is true, complete and correct.                                 

                          TWEEDY, BROWNE COMPANY LLC

                             By: /s/ Christopher H. Browne
                                          ----------------------------------
                             Christopher H. Browne
              Member

Dated: May 13, 2008                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		5/13/08		5					8-K
		5/9/08		4					10-Q
		5/8/08		1		5			3,  8-K
		4/30/08		4					8-K
		3/31/08		4					10-Q,  13F-HR,  4,  8-K
		3/28/08		4		5			3,  SC 13D
		5/19/03		4
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