Dana Goldsmith Needleman - 24 May 2021 Form 4 Insider Report for Tribune Publishing Co

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 24 May 2021
Net transaction value: -$337,858
SEC form: 4
Accepted by SEC: 25 May 2021, 15:23:01 UTC
Next SEC filing: 31 Jan 2022
Source filing: View source filing
Reporting owner signature: Name: /s/ Dana Goldsmith Needleman

Key filing fact

Dana Goldsmith Needleman filed Form 4 for Tribune Publishing Co on 25 May 2021.

Key facts

This page summarizes Dana Goldsmith Needleman's Form 4 filing for Tribune Publishing Co.
1 reported transaction and 0 derivative rows are listed below.
Accepted by SEC: 25 May 2021, 15:23.

Change

No earlier filing in this sequence is available for direct comparison.
Current net transaction value: -$337,858.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

TPCO transaction

Common Stock

Disposed to Issuer

Transaction value: $337,858
Shares: -19,586
Change %: -100%
Price: $17.25
Shares after: 0
Date: 24 May 2021
Ownership: Direct
Footnotes: F1, F2, F3

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Dana Goldsmith Needleman is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 3 footnotes

Footnote 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").

Footnote 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,

Footnote 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.