4//SEC Filing
Minnetian Christopher 4
Accession 0000899243-21-020541
CIK 0001593195other
Filed
May 24, 8:00 PM ET
Accepted
May 25, 3:22 PM ET
Size
6.9 KB
Accession
0000899243-21-020541
Insider Transaction Report
Form 4
Minnetian Christopher
Director
Transactions
- Disposition to Issuer
Common Stock
2021-05-24$17.25/sh−19,586$337,859→ 0 total
Footnotes (3)
- [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.
- [F2](Continued from Footnote 1) 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"). 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").
- [F3](Continued from Footnote 2) 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, 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.
Documents
Issuer
Tribune Publishing Co
CIK 0001593195
Entity typeother
Related Parties
1- filerCIK 0001400215
Filing Metadata
- Form type
- 4
- Filed
- May 24, 8:00 PM ET
- Accepted
- May 25, 3:22 PM ET
- Size
- 6.9 KB