Sec Form 13D Filing - TOWERVIEW LLC filing for SAGA COMMUNICATIONS INC (SGA) - 2022-08-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.  10 )*

Daniel R. Tisch

c/o TowerView LLC

460 Park Avenue

New York, New York 10022

(212) 935-6655

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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 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 (the “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

This statement relates to the Class A Common Stock, par value $0.01 per share (the “Common Stock”), of Saga Communications, Inc., a Florida corporation (the “Company”), whose principal executive offices are located at 73 Kercheval Avenue, Grosse Pointe Farms, Michigan 48236.

This statement is being filed by TowerView LLC (“TowerView”), a Delaware limited liability company, the principal office of which is located at c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.  TowerView’s principal business is investments.  TowerView is controlled by Daniel R. Tisch, whose present principal occupation is General Member, TowerView LLC, 460 Park Avenue, New York, New York 10022.  During the last five years, neither TowerView nor Daniel R. Tisch has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or 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 judgment, 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.  Daniel R. Tisch is a citizen of the United States.

The funds referred to in Item 5 that TowerView has spent to acquire the shares of Common Stock beneficially owned by it as of the date hereof were provided from TowerView’s working capital.

On August 22, 2022 Saga Communications announced the untimely death of Edward K. Christian, the President, CEO and Chairman of the Board of Saga Communications. Mr. Christian owned 100% of the Class B Common Stock of the Company. The terms of the Class B Common Stock stated that those shares would automatically convert to Class A shares upon his passing.

TowerView may in the future have conversations with members of the Board of Directors, senior management of the Company or others regarding the future direction of the Company.

TowerView has sole power to vote and sole power to dispose of an aggregate of 1,161,144 shares of Common Stock as of August 25, 2022 or 19.2% of the 6,052,482 combined Class A and Class B Common Stock reported as outstanding as of August 5, 2022 in its Form 10-Q filed with the Securities and Exchange Commission on August 9, 2022.

There are no transactions in the securities of the issuer during the past sixty days.

No Change.

None.

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.

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