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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
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DallasNews Corp (Name of Issuer) |
Series B Common Stock, par value $0.01 per share (Title of Class of Securities) |
235050200 (CUSIP Number) |
Robert W. Decherd P.O. Box 224866, Dallas, TX, 75222-4866 (214) 977-8200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/24/2025 (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.
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
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| CUSIP No. | 235050200 |
| 1 |
Name of reporting person
Robert W. Decherd | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
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| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
This Schedule 13D amendment relates to the following classes of securities: Series A Common Stock, par value $0.01 per share and Series B Common Stock, par value $0.01 per share. The cover page of this Schedule 13D filing relates to the Series B Common Stock. In addition, Mr. Decherd beneficially owns 0.0 shares of Series A Common Stock, which represents approximately 0% of the outstanding shares of Series A Common Stock.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Series B Common Stock, par value $0.01 per share |
| (b) | Name of Issuer:
DallasNews Corp |
| (c) | Address of Issuer's Principal Executive Offices:
1954 Commerce Street, Dallas,
TEXAS
, 75201. |
| Item 4. | Purpose of Transaction |
Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated July 9, 2025, by and among Hearst Media West, LLC, a Delaware limited liability company ("Parent"), Destiny Merger Sub, Inc., a Texas corporation and wholly owned subsidiary of Parent ("Merger Sub"), the Issuer, and, solely with the guaranty included therein, Hearst Communications, Inc., on September 24, 2025, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger"), and at the time of the Merger, each issued and outstanding share of Series A Common Stock, par value $0.01 per share and Series B Common Stock, par value $0.01 per share beneficially owned by the Reporting Person was cancelled and converted into the right to receive $16.50 per share in cash without interest thereon (the "Closing"). | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As a result of the Closing, the Reporting Person no longer beneficially owns any shares of Series A Common Stock, par value $0.01 per share and Series B Common Stock, par value $0.01 per share. |
| (b) | As a result of the Closing, the Reporting Person no longer beneficially owns any shares of Series A Common Stock, par value $0.01 per share and Series B Common Stock, par value $0.01 per share. |
| (c) | Except as otherwise described herein, the Reporting Person has not effected any transactions with respect to the Series A Common Stock, par value $0.01 per share and the Series B Common Stock, par value $0.01 per share. |
| (d) | None. |
| (e) | As of September 24, 2025, the Reporting Person ceased to be a beneficial owner of any shares of Series A Common Stock, par value $0.01 per share and Series B Common Stock, par value $0.01 per share. |
| 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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