Amendment: SEC Form SCHEDULE 13D/A filed by DallasNews Corporation
$DALN
Newspapers/Magazines
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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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 655237, Dallas, TX, 75265-5237 (214) 977-8200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/10/2024 (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
DECHERD ROBERT W | ||||||||
| 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)
PF | ||||||||
| 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
590,605.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
 | ||||||||
| 13 | Percent of class represented by amount in Row (11)
96.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
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:
P.O. Box 224866, DALLAS,
TEXAS
, 75222-4866. |
| Item 2. | Identity and Background |
| (b) | Item 2(b) is amended and restated in its entirety as follows:
The principal business address of Mr. Decherd is P.O. Box 655237, Dallas, TX 75265-5237. |
| (c) | Item 2(c) is amended and restated in its entirety as follows:
Mr. Decherd is the retired Chief Executive Officer and Chairman of the Board of DallasNews Corporation, a Texas corporation (the "Issuer").
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| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is amended and supplemented to add the following information:
On September 10, 2024, Mr. Decherd acquired 25,000 shares of Series B common stock, par value $0.01 per share, of the Issuer ("Series B Common Stock") from a third-party individual seller in a privately negotiated transaction at a price of $6.00 per share of Series B Common Stock. The source of funds for such transaction was Mr. Decherd's personal funds. | |
| Item 4. | Purpose of Transaction |
Item 4 is amended and supplemented to add the following information:
Mr. Decherd acquired the additional 25,000 shares of Series B Common Stock reported in Item 3 of this Amendment No. 11 to Schedule 13D (the "Amendment") for investment purposes.
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| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is amended and restated in its entirety as follows:
As of the date of filing of this Amendment, Mr. Decherd beneficially owns an aggregate of 590,605 shares of Series B Common Stock, representing approximately 96.1% of the shares of Series B Common Stock outstanding as of July 25, 2024. This includes (i) 514,376 shares of Series B Common Stock held by Mr. Decherd directly, (ii) 75,072 shares of Series B Common Stock held by the The Decherd Foundation (the "Foundation"), a charitable foundation established by Mr. Decherd and his spouse and for which Mr. Decherd serves as Chairman and director, and (iii) 1,157 shares of Series B Common Stock owned jointly by Mr. Decherd and his spouse. This number does not include 60 shares of Series B Common Stock owned by Mr. Decherd's spouse, as to which Mr. Decherd disclaims beneficial ownership. |
| (b) | Item 5(b) is amended and restated in its entirety as follows:
As of the date of filing of this Amendment, Mr. Decherd has (i) the sole power to vote and sole dispositive power over 589,448 shares of Series B Common Stock (including 75,072 shares of Series B Common Stock held by the Foundation), and (ii) the shared power to vote and shared dispositive power over 1,157 shares of Series B Common Stock held jointly by Mr. Decherd and his spouse. |
| (c) | Item 5(c) is amended and restated in its entirety as follows:
Except as disclosed in Item 3 of this Amendment, Mr. Decherd has not effected any other transaction involving shares of Series B Common Stock of the Issuer during the past 60 days. |
| (d) | Item 5(d) is amended and restated in its entirety as follows:
The Foundation has the right to receive dividends from, and sales proceeds of, the 75,072 shares of Series B Common Stock reported as beneficially owned by Mr. Decherd as Chairman and director of the Foundation. Mr. Decherd's spouse has the right to receive and the power to direct the receipt of dividends from, and sales proceeds of, the 1,157 shares of Series B Common Stock owned jointly by Mr. Decherd and his spouse. Other than as reported in this Item 5(d), no person other than Mr. Decherd has the right to receive or the power to direct the receipt of dividends from, and sales proceeds of, the shares of Series B Common Stock set forth above. |
| (e) | Item 5(e) is amended and restated in its entirety as follows:
Not applicable. |
| 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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