Statement of Changes in Beneficial Ownership (4)
25 Mai 2021 - 1:32AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
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Crenshaw Carol |
2. Issuer Name and Ticker or Trading Symbol
Tribune Publishing Co
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TPCO
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O TRIBUNE PUBLISHING COMPANY, 560 W. GRAND AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/24/2021 |
(Street)
CHICAGO, IL 60654
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ 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. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. 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 | 5/24/2021 | | D | | 46457 (1) | D | $17.25 | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Units | (2) | 5/24/2021 | | D | | 37764 | | (3) | (3) | Common Stock | 37764.0 | $17.25 | 0 | D | |
Explanation of Responses: |
(1) | These shares represent the amount of restricted stock awards disposed of for the merger agreement with as a result of the merger agreement with Tribune Enterprises, LLC ("Parent") and Tribune Merger Sub, Inc. ("Merger Sub"). |
(2) | Stock units convert into common stock on a one-for-one basis. |
(3) | Represents stock units granted in lieu of cash director fees payable to the reporting person. The stock units are to be settled in shares of the Company's common stock upon the earlier of (i) the reporting person's termination of service as a director of the Company and (ii) a change in control (as defined in the tronc, Inc. 2014 Omnibus Incentive Plan, as amended). These stock units were settled in cash on May 24, 2021 as a result of the merger agreement with Parent and Merger Sub. |
Remarks: The Reporting Person is filing this exit Form 4 to reflect that she is no longer a Section 16 reporting person, as of May 25, 2021, as a result of the merger agreement with Parent and Merger Sub on May 24, 2021. Exhibit 24 Power of Attorney filed herewith. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Crenshaw Carol C/O TRIBUNE PUBLISHING COMPANY 560 W. GRAND AVENUE CHICAGO, IL 60654 | X |
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Signatures
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/s/ Gregory Page, Attorney-in-fact | | 5/24/2021 |
**Signature of Reporting Person | Date |
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