Sec Form 13D Filing - CANNELL CAPITAL LLC filing for LEE ENTERPRISES Inc (LEE) - 2022-06-23

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No.8)

Lee Enterprises, Inc.

(Name of Issuer)


Common Stock, par value $0.01 per share

(Title of Class of Securities)


523768109

(CUSIP Number)


J. Carlo Cannell

Cannell Capital LLC

245 Meriwether Circle

Alta, WY 83414

(307) 733-2284

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 21, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  [  ].

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See 240.13d-7(b) for other parties to whom copies are to be sent.

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


SCHEDULE 13D

CUSIP No.  523768109

1 NAMES OF REPORTING PERSONS
Cannell Capital LLC

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
94-3366999
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a)  [  ]
(b)  [  ]
3 SEC USE ONLY
 
 
4 SOURCE OF FUNDS (See Instructions)
 
WC/OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
[  ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH
7 SOLE VOTING POWER*
 
482,279
8 SHARED VOTING POWER
 
0
9 SOLE DISPOSITIVE POWER*
 
482,279
10 SHARED DISPOSITIVE POWER
 
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
482,279
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
[  ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.10%*
14 TYPE OF REPORTING PERSON (See Instructions)
 
IA
       

* Based on information set forth in the Company's Form 10-Q as filed with the Securities and Exchange Commission on May 6, 2022, there were 5,957,536 Common Shares issued and outstanding as of April 30, 2022.

As of June 22, 2022 (the "Reporting Date"), Tristan Partners, L.P. ("Tristan"), the Tristan Offshore Fund Ltd. ("Tristan Offshore") and sundry separately-managed accounts ("Cannell SMAs") (collectively, the "Investment Vehicles"), over which J. Carlo Cannell has investment discretion held in the aggregate 482,279 Shares.


Page 2

Cannell Capital LLC acts as the general partner and investment adviser to Tristan, and the investment adviser to Tristan Offshore. and the sundry separately-managed accounts. Mr. J. Carlo Cannell is the sole managing member of Cannell Capital LLC. The Reporting Person possesses the sole power to vote and to direct the disposition of the Shares held by the Investment Vehicles.

CUSIP No.  523768109

1 NAMES OF REPORTING PERSONS
J. Carlo Cannell

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a)  [  ]
(b)  [  ]
3 SEC USE ONLY
 
 
4 SOURCE OF FUNDS (See Instructions)
 
WC/OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
[  ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH
7 SOLE VOTING POWER*
 
482,279
8 SHARED VOTING POWER
 
0
9 SOLE DISPOSITIVE POWER*
 
482,279
10 SHARED DISPOSITIVE POWER
 
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
482,279
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
[  ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.10%*
14 TYPE OF REPORTING PERSON (See Instructions)
 
IN
       

Page 3

* Based on information set forth in the Company's Form 10-Q as filed with the Securities and Exchange Commission on May 6, 2022, there were 5,957,536 Common Shares issued and outstanding as of April 30, 2022.

As of June 22, 2022 (the "Reporting Date"), Tristan Partners, L.P. ("Tristan"), the Tristan Offshore Fund Ltd. ("Tristan Offshore") and sundry separately-managed accounts ("Cannell SMAs") (collectively , the "Investment Vehicles"), over which J. Carlo Cannell has investment discretion held in the aggregate 482,279 Shares.

Cannell Capital LLC acts as the general partner and investment adviser to Tristan, and the investment adviser to Tristan Offshore. and the sundry separately-managed accounts. Mr. J. Carlo Cannell is the sole managing member of Cannell Capital LLC. The Reporting Person possesses the sole power to vote and to direct the disposition of the Shares held by the Investment Vehicles.


Page 4

Item 1. Security and Issuer

The title of the class of equity securities to which this Schedule 13D relates is the Common Stock par value $0.01 per share of Lee Enterprises, Inc., a Delaware corporation.

The address of the principal executive offices of the Company is 4600 E. 53rd Street, Davenport, IA 52807.

Item 2. Identity and Background

(a) The name of the Reporting Person is J. Carlo Cannell (the "Reporting Person").

The Reporting Person is the sole managing member of Cannell Capital LLC and investment adviser to the following entities:

Tristan Partners, L.P.

Tristan Offshore Fund, Ltd.

Separately-Managed Accounts

Set forth in the attached Annex "A" and incorporated herein by reference is a listing of the directors, general partners, managing members and controlling persons of the Reporting Person and the Investment Vehicles (collectively, the "Covered Persons"), and sets forth the principal occupation, citizenship and principal place of business of each Covered Person.

(b) The principal business address of the Reporting Person is:

245 Meriwether Circle

Alta, WY 83414

(c) The principal business of the Reporting Person is the performance of investment management and advisory services. The principal business of the Investment Vehicles is investment in securities.

(d) Neither the Reporting Person, nor to the best of its knowledge, any of the Investment Vehicles, has, in the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Neither the Reporting Person, nor to the best of its knowledge, any of the Investment Vehicles, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

(f) The place of organization of the Reporting Person is as follows:

The citizenship of each Covered Person is set forth on the attached Annex A and incorporated herein by reference.

Mr. J. Carlo Cannell is the Managing Member of Cannell Capital LLC, a Wyoming limited liability company.


Page 5

Item 3. Source and Amount of Funds or Other Considerations

The securities to which this statement relates were acquired by the Reporting Person using the working capital of each Investment Vehicle as follows:

Tristan Partners, L.P.: $7,594,290

Tristan Offshore Fund, Ltd.: $3,405,712

Separately-Managed Accounts: $453,264

The Investment Vehicles have invested an aggregate amount of approximately $11,453,266 in the Shares.

Item 4. Purpose of Transaction 

Cannell Capital LLC, on behalf of the Investment Vehicles, identified the Company as an entity satisfying each of the Investment Vehicle's investment criteria. The Investment Vehicles acquired these shares in the ordinary course of business and not with the intent to change or influence control of the Company. The Investment Vehicles continue to hold the Shares as a long-term investment.

Mr. Cannell makes this amendment to disclose recent transactions in the Shares. Other than the matters discussed in the previously filed Exhibit 99, Cannell Capital LLC has no present plans or proposals to engage in any of the actions specified in Items 4(a) through 4(j) to the Schedule 13D general instructions with regards to the Company.

Item 5. Interest in Securities of the Issuer

Based on information set forth in the Company's Form 10-Q as filed with the Securities and Exchange Commission on May 6, 2022, there were 5,957,536 Common Shares issued and outstanding as of April 30, 2022.

(a) As of the Reporting Date, for the purposes of Reg. Section 240.13d-3, Cannell Capital LLC may be deemed to beneficially own 482,279 Shares, or approximately 8.10% of the Shares deemed issued and outstanding as of the Reporting Date.

(b) Cannell Capital LLC possesses the sole power to vote and to direct the disposition of the Shares held by the Investment Vehicles.

(c) The following table details the transactions during the sixty days on or prior to the Reporting Date in Shares, or securities convertible into, exercisable for or exchangeable for Shares, by Cannell Capital LLC or any other person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities thereof (each of which was effected in an ordinary brokerage transaction by Cannell Capital LLC on behalf of the Investment Vehicles) and which were not previously disclosed in a prior Amendment.


Page 6


Entity Date Quantity Price per
Share
Form of
Transaction
Cannell SMAs 4/25/2022                     2,200 24.21 Buy
Cannell SMAs 4/26/2022                     1,400 23.06 Buy
Cannell SMAs 4/27/2022                         93 22.75 Buy
Cannell SMAs 4/29/2022                       182 24.18 Sell
Cannell SMAs 5/9/2022                       219 18.96 Buy
Cannell SMAs 5/10/2022                       266 18.34 Buy
Cannell SMAs 6/10/2022                       413 19.91 Buy
Tristan 6/13/2022                   10,473 19.19 Sell
Tristan Offshore 6/13/2022                     4,527 19.19 Sell
Cannell SMAs 6/13/2022                       134 18.93 Buy
Tristan 6/14/2022                     4,888 18.85 Sell
Tristan Offshore 6/14/2022                     2,112 18.85 Sell
Cannell SMAs 6/14/2022                       134 18.61 Buy
Tristan 6/15/2022                     3,491 18.62 Sell
Tristan Offshore 6/15/2022                     1,509 18.62 Sell
Cannell SMAs 6/15/2022                       136 18.75 Buy
Tristan 6/16/2022                     9,630 18.39 Sell
Tristan Offshore 6/16/2022                     4,162 18.39 Sell
Cannell SMAs 6/16/2022                       255 18.29 Buy
Cannell SMAs 6/17/2022                       127 18.75 Buy
Tristan 6/17/2022                     8,329 18.37 Sell
Tristan Offshore 6/17/2022                     3,600 18.37 Sell
Cannell SMAs 6/21/2022                       121 18.56 Buy
Tristan 6/21/2022                     9,077 18.43 Sell
Tristan Offshore 6/21/2022                     3,923 18.43 Sell

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

None.

Item 7. Material to Be Filed as Exhibits


Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

June 23, 2022
Dated
 
/s/ J. Carlo Cannell
Signature
 
Managing Member
Name/Title


Page 7

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).