Sec Form 13D Filing - Standard General L.P. filing for TEGNA INC (TGNA) - 2020-06-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

TEGNA Inc.

---

(Name of Issuer)

Common Stock

---

(Title of Class of Securities)

87901J105

---

(CUSIP Number)

Joseph Mause

Standard General L.P.

Tel. No.: 212-257-4701

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

---

(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 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 (“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).

 

1	NAMES OF REPORTING PERSONS
	Standard General L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			21,715,479
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			21,715,479
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	21,715,479
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)
	9.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

This Amendment No. 6 to Schedule 13D (this “Amendment”) relates to shares of common stock, par value $1.00 per share (the “Common Stock”) of TEGNA Inc., a Delaware corporation (the “Issuer” or the “Company”). This Amendment is being filed by each of the Reporting Persons to amend the Schedule 13D (the “Initial Schedule 13D”) that was originally filed on September 30, 2019, as amended by Amendment No. 1 filed on January 15, 2020, Amendment No. 2 filed on March 18, 2020, Amendment No. 3 filed on March 31, 2020 (“Amendment No. 3”), Amendment No. 4 filed on April 3, 2020 and Amendment No. 5 filed on April 24, 2020 (“Amendment No. 5”) (collectively, as amended by this Amendment No. 6, the “Schedule 13D”).  Except as specifically provided herein, this Amendment No. 6 does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as in the Initial Schedule 13D.

This Amendment No. 6 is being filed to amend and supplement Items 4, 5, 6 and 7 of the Schedule 13D as set forth below.

As initially reported in Amendment No. 3 to the Initial Schedule 13D, between March 25, 2020 and March 31, 2020, the Reporting Persons entered into swap transactions with an unaffiliated third-party financial institution covering an aggregate of 5,000,000 shares of Common Stock.  Under the  terms of the swap transactions, upon settlement or exercise, the swap counterparty is obligated to pay to the Reporting Persons the aggregate market value of the shares of Common Stock subject to the swap transaction in cash or, at the election of the Reporting Persons, deliver such shares to the Reporting Persons.  On June 3, 2020, the Reporting Persons irrevocably waived and cancelled their rights, with respect to several of the swap transactions covering an aggregate of 4,000,000 shares of Common Stock, to elect to have the swap counterparty deliver to the Reporting Persons shares of Common Stock upon settlement or exercise of such swap transactions.  The Reporting Persons received no value for this waiver and cancellation.

 

As a result of the irrevocable waivers and cancellations described in Item 4, the Reporting Persons are no longer the beneficial owner of 4,000,000 of the 5,000,000 shares of Common Stock covered by the swap transactions the Reporting Person entered into between March 25, 2020 and March 31, 2020.

As a result, as of June 3, 2020, the Reporting Persons (i) have shared voting power and shared dispositive power over 21,715,479 shares of Common Stock and (ii) beneficially own in the aggregate 21,715,479 shares of Common Stock, representing 9.9% of the total outstanding shares of  Common Stock.

The percentage calculations herein are based upon the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on May 11, 2020, in which the Issuer indicated that, as of April 30, 2020, there were 218,530,133 shares of Common Stock outstanding.

(c) Other than as described herein, there have been no other transactions in the Issuer’s securities since the Amendment No. 5.

(d) Please see disclosure in Item 4 above.

(e) Not applicable.

The responses to Items 4 and 5 are incorporated herein by reference.

 

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.

 

Date:   June 3, 2020