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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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(Print or Type Responses)
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1. Name and Address of Reporting Person *
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| Alden Global Capital LLC |
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2. Issuer Name and Ticker or Trading Symbol
Tribune Publishing Co [TPCO]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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__X__ Director
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__X__ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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885 THIRD AVENUE |
3. Date of Earliest Transaction (Month/Day/Year)
11/02/2020 |
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NEW YORK, NY 10022 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 11/02/2020 |
| A (2) (3) |
| 10,093 | A |
$
0
| 6,355,381 | I | See Footnotes (1) (4) |
| Common Stock |
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| 5,198,925 | I | See Footnotes (1) (5) |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year)
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7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Alden Global Capital LLC
885 THIRD AVENUE
NEW YORK, NY 10022 |
X
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X
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Freeman Heath
885 THIRD AVENUE
NEW YORK, NY 10022 |
X
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X
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Signatures
| ALDEN GLOBAL CAPITAL LLC, Name: /s/ Heath Freeman, Title: President | |
11/04/2020 |
| **Signature of Reporting Person | Date |
| /s/ Heath Freeman | |
11/04/2020 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | This Form 4 is filed jointly by Alden Global Capital LLC ("Alden") and Heath Freeman (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the shares of Common Stock of Tribune Publishing Company (the "Issuer") reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose. |
| (2) | On November 2, 2020, the Issuer granted to Randall D. Smith, a member of the Issuer's Board of Directors (the "Board"), 10,093 shares of restricted Common Stock. Mr. Smith holds the restricted Common Stock for the benefit of Alden Global Opportunities Master Fund, L.P. ("AGOMF"). Because Mr. Smith serves on the Board as a representative of AGOMF, Alden Global Value Recovery Master Fund, L.P. ("AGVRMF"), and their affiliates, Mr. Smith does not have a right to any economic interest in the securities of the Issuer issued to him as director compensation. AGOMF is entitled to receive all of the economic interest in the shares of restricted Common Stock granted by the Issuer in respect of Mr. Smith's Board position. Mr. Smith disclaims beneficial ownership of such shares of restricted Common Stock. |
| (3) | (Continued from footnote 2) The shares of restricted Common Stock vest 100% on May 21, 2021, provided that Mr. Smith continues to serve on the Board through the earlier of (a) such vesting date or (b) the day immediately prior to the first annual meeting of stockholders of the Issuer following the grant date. |
| (4) | Shares of Common Stock of the Issuer held directly by AGOMF or shares in which AGOMF has an economic interest. Alden, as the investment manager of AGOMF, may be deemed to beneficially own the shares of Common Stock of the Issuer directly held by AGOMF and shares in which AGOMF has an economic interest. Mr. Freeman, as President of Alden, may be deemed to beneficially own the shares of Common Stock of the Issuer directly held by AGOMF and shares in which AGOMF has an economic interest. |
| (5) | Shares of Common Stock of the Issuer directly held by AGVRMF. Alden, as the investment manager of AGVRMF, may be deemed to beneficially own the shares of Common Stock of the Issuer directly held by AGVRMF. Mr. Freeman, as President of Alden, may be deemed to beneficially own the shares of Common Stock of the Issuer directly held by AGVRMF. |
Remarks:
Randall D. Smith serves on the Board of Directors of Tribune Publishing Company (the "Issuer") as a representative of the Reporting Persons, AGOMF, AGVRMF and their affiliates. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons, AGOMF, AGVRMF and their affiliates are deemed directors by deputization by virtue of their representation on the Board of Directors of the Issuer. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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