Dana Goldsmith Needleman - May 24, 2021 Form 4 Insider Report for Tribune Publishing Co (TPCO)

Role
Director
Signature
Name: /s/ Dana Goldsmith Needleman
Stock symbol
TPCO
Transactions as of
May 24, 2021
Transactions value $
-$337,859
Form type
4
Date filed
5/25/2021, 03:23 PM
Next filing
Jan 31, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TPCO Common Stock Disposed to Issuer -$338K -19.6K -100% $17.25 0 May 24, 2021 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Dana Goldsmith Needleman is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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").
F2 (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,
F3 (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.