UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2(a)
DallasNews Corporation
(Name of Issuer)
Series A Common Stock - $.01 Par Value Per Share
(Title of Class of Securities)
235050200
(CUSIP Number)
John McCarron
568 Lincoln Ave.
Winnetka, IL 60093
586-219-5266
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 13, 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 ☐.
Page 1 of 11
| CUSIP No. 523768406 |
13D |
| (1) | NAMES OF REPORTING PERSONS
Jerrilyn M. Hoffmann Revocable Trust dated May 30, 2001 | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS (see instructions)
PF | |||||
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
(7) | SOLE VOTING POWER
None | ||||
| (8) | SHARED VOTING POWER
239,516 | |||||
| (9) | SOLE DISPOSITIVE POWER
None | |||||
| (10) | SHARED DISPOSITIVE POWER
239,516 | |||||
| (11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
239,516 shares | |||||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.05% | |||||
| (14) | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
Page 2 of 11
| CUSIP No. 523768406 |
13D |
| (1) | NAMES OF REPORTING PERSONS
Jerrilyn M. Hoffmann | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS (see instructions)
PF | |||||
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
(7) | SOLE VOTING POWER
None | ||||
| (8) | SHARED VOTING POWER
239,516 | |||||
| (9) | SOLE DISPOSITIVE POWER
None | |||||
| (10) | SHARED DISPOSITIVE POWER
239,516 | |||||
| (11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
239,516 shares | |||||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.05% | |||||
| (14) | TYPE OF REPORTING PERSON (see instructions)
IN | |||||
Page 3 of 11
| Item 1. | Security and Issuer. |
The securities to which this statement on Schedule 13D (this “Statement”) relates are the Series A Common Stock - $.01 Par Value (the “Common Stock”), of DallasNews Corporation, a Texas corporation (the “Issuer”). The address of the principal executive offices of the Issuer P.O. Box 224866, Dallas, Texas 75222-4866.
| Item 2. | Identity and Background. |
| (a) | Name |
This Statement is filed by:
| (i) | The Jerrilyn M. Hoffmann Revocable Trust dated May 30, 2001 (the “Trust”); |
| (ii) | Jerrilyn M. Hoffmann. |
The Trust and Jerrilyn M. Hoffmann are referred to collectively as the “Reporting Persons.” Ms. Hoffmann is the sole trustee of the Trust.
| (b) | Residence or Business Address |
The business address of each Reporting Person is 568 Lincoln Ave., Winnetka, IL 60093.
| (c) | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or Other Organization in Which Such Employment Is Conducted |
The Trust is an estate planning vehicle that makes and holds investments.
Ms. Hoffmann is principally engaged as a private investor.
| (d) | Criminal Convictions |
Ms. Hoffmann has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five years.
| (e) | Civil Proceedings |
During the past five years, Ms. Hoffmann has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding he was not or is not 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 violation with respect to such laws.
| (f) | Citizenship |
The Trust is formed under the laws of Florida. Ms. Hoffmann is a citizen of the United States of America.
| Item 3. | Source and Amount of Funds or Other Consideration. |
All of the shares of the outstanding Common Stock to which this Statement relates were purchased by the Trust using personal funds. The aggregate purchase price of the 239,516 shares of Common Stock acquired was approximately $1,318,580.
| Item 4. | Purpose of Transaction. |
The Reporting Persons purchased the shares of Common Stock for investment purposes, and such purchases have been made in the ordinary course of business of the Reporting Persons.
In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose, or otherwise deal in the Common Stock at times, and in such manner, as they deem advisable to benefit from, among other things, (1) changes in the market prices of the shares of Common Stock; (2) changes in the Issuer’s operations, business strategy, or prospects; or (3) from the sale or merger of the Issuer. To evaluate such alternatives, the Reporting Persons will closely monitor the Issuer’s operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as other economic, securities markets, and investment considerations. Consistent with their investment research methods and evaluation criteria, the Reporting Persons have in the past discussed, and may in the future discuss, such matters with the management or Board of Directors of the Issuer (the “Board”), other stockholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit, and other investors. Such evaluations and discussions may materially affect, and result in, among other things, the Reporting Persons (1) modifying their ownership of the Common Stock; (2) exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements; (3) proposing changes in the Issuer’s operations, governance, or capitalization; (4) initiating or pursuing a transaction that would result in the Reporting Persons’ acquisition of all or a controlling interest in the Issuer; or (5) pursuing one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
Page 4 of 11
In addition to the information disclosed in this Statement, the Reporting Persons reserve the right to (1) formulate other plans and proposals; (2) take any actions with respect to their investment in the Issuer, including any or all of the actions set forth in subsections (a) through (j) of Item 4 of Schedule 13D; and (3) acquire additional shares of Common Stock or dispose of some or all of the shares of Common Stock beneficially owned by them, in each case in the open market, through privately negotiated transactions, or otherwise.
The Reporting Persons may express an interest to the Issuer in obtaining governance rights commensurate with the Reporting Person’s ownership; there is currently no agreement, express or implied, with respect to the foregoing. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.
| Item 5. | Interest in Securities of the Issuer. |
| (a) | and (b) The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement are incorporated herein by reference. As of 4:00 p.m., Eastern time, on November 13, 2024, the Reporting Persons beneficially owned 239,516 shares of Common Stock, representing approximately 5.05% of the outstanding shares of Common Stock. The percentage in this paragraph relating to beneficial ownership of Common Stock is based on 4,738,627 shares of Series A Common Stock outstanding as of November 8, 2024, as reported in the Form 10-Q for the fiscal quarter ended September 30, 2024, of the Issuer. |
| (c) | Except as set forth in Schedule A, none of the Reporting Persons has effected any transactions in the Common Stock in the 60 days prior to the date of this Statement. |
| (d) | No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Other than as described in this Statement, to the knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other persons with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
| Item 7. | Material to be Filed as Exhibits. |
None.
Signature Page to Follow.
Page 5 of 11
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct.
| Dated: November 14, 2024 | JERRILYN M. HOFFMANN REVOCABLE TRUST DATED MAY 30, 2001 | |||||
| By: | /s/ Jerrilyn M. Hoffmann | |||||
| Name: Jerrilyn M. Hoffmann | ||||||
| Its: Trustee | ||||||
| Dated: November 14, 2024 | JERRILYN M. HOFFMANN | |||||
| By: | /s/ Jerrilyn M. Hoffmann | |||||
| Name: Jerrilyn M. Hoffmann | ||||||
Page 6 of 11
Schedule A
Transactions by the Reporting Persons in the Past 60 Days
The following table sets forth all unreported transactions with respect to the Common Stock effected in the last 60 days by or on behalf of the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., Eastern time, on November 13, 2024. Unless otherwise indicated, all such transactions were effected in the open market. All transactions were made by the Jerrilyn M. Hoffmann Revocable Trust dated May 30, 2001.
| Securities Purchased | Price per Share | Transaction Date | ||
| 125 | $ 4.90 | 10/24/2024 | ||
| 300 | $ 4.85 | 10/24/2024 | ||
| 500 | $ 5.10 | 10/24/2024 | ||
| 500 | $ 4.98 | 10/24/2024 | ||
| 500 | $ 4.80 | 10/24/2024 | ||
| 500 | $ 4.83 | 10/24/2024 | ||
| 500 | $ 4.83 | 10/24/2024 | ||
| 500 | $ 4.80 | 10/24/2024 | ||
| 500 | $ 4.68 | 10/24/2024 | ||
| 1000 | $ 5.17 | 10/24/2024 | ||
| 1000 | $ 5.16 | 10/24/2024 | ||
| 1000 | $ 5.14 | 10/24/2024 | ||
| 1000 | $ 5.14 | 10/24/2024 | ||
| 1000 | $ 5.10 | 10/24/2024 | ||
| 1000 | $ 5.00 | 10/24/2024 | ||
| 1000 | $ 5.00 | 10/24/2024 | ||
| 1000 | $ 5.00 | 10/24/2024 | ||
| 1000 | $ 5.00 | 10/24/2024 | ||
| 1000 | $ 5.00 | 10/24/2024 | ||
| 1000 | $ 5.00 | 10/24/2024 | ||
| 1000 | $ 5.00 | 10/24/2024 | ||
| 1000 | $ 4.99 | 10/24/2024 | ||
| 1000 | $ 4.99 | 10/24/2024 | ||
| 1000 | $ 4.98 | 10/24/2024 | ||
| 1000 | $ 4.98 | 10/24/2024 | ||
| 1000 | $ 4.98 | 10/24/2024 | ||
| 1000 | $ 4.98 | 10/24/2024 | ||
| 1000 | $ 4.98 | 10/24/2024 | ||
| 1000 | $ 4.97 | 10/24/2024 | ||
| 1000 | $ 4.97 | 10/24/2024 | ||
| 1000 | $ 4.95 | 10/24/2024 | ||
| 1000 | $ 4.95 | 10/24/2024 | ||
| 1000 | $ 4.95 | 10/24/2024 | ||
| 1000 | $ 4.83 | 10/24/2024 | ||
| 1000 | $ 4.82 | 10/24/2024 |
Page 7 of 11
| 1200 | $ 5.18 | 10/24/2024 | ||
| 1600 | $ 4.94 | 10/24/2024 | ||
| 500 | $ 4.79 | 10/24/2024 | ||
| 500 | $ 4.79 | 10/24/2024 | ||
| 2000 | $ 5.10 | 10/24/2024 | ||
| 2000 | $ 4.98 | 10/24/2024 | ||
| 3000 | $ 5.00 | 10/24/2024 | ||
| 3439 | $ 5.71 | 10/24/2024 | ||
| 4405 | $ 5.49 | 10/24/2024 | ||
| 1 | $ 4.75 | 10/24/2024 | ||
| 400 | $ 5.59 | 10/24/2024 | ||
| 499 | $ 4.76 | 10/24/2024 | ||
| 800 | $ 5.60 | 10/24/2024 | ||
| 3800 | $ 5.67 | 10/24/2024 | ||
| 32674 | $ 5.22 | 10/24/2024 | ||
| 100 | $ 5.57 | 10/25/2024 | ||
| 100 | $ 5.33 | 10/25/2024 | ||
| 100 | $ 5.26 | 10/25/2024 | ||
| 500 | $ 5.14 | 10/25/2024 | ||
| 1 | $ 4.94 | 10/28/2024 | ||
| 76 | $ 5.65 | 10/28/2024 | ||
| 100 | $ 5.75 | 10/28/2024 | ||
| 500 | $ 5.66 | 10/28/2024 | ||
| 1000 | $ 5.85 | 10/28/2024 | ||
| 1000 | $ 5.85 | 10/28/2024 | ||
| 1000 | $ 5.81 | 10/28/2024 | ||
| 1000 | $ 5.64 | 10/28/2024 | ||
| 1000 | $ 5.61 | 10/28/2024 | ||
| 1000 | $ 5.60 | 10/28/2024 | ||
| 1000 | $ 5.58 | 10/28/2024 | ||
| 1100 | $ 5.60 | 10/28/2024 | ||
| 1307 | $ 5.79 | 10/28/2024 | ||
| 2600 | $ 5.15 | 10/28/2024 | ||
| 2674 | $ 5.10 | 10/28/2024 | ||
| 2800 | $ 5.46 | 10/28/2024 | ||
| 3208 | $ 5.70 | 10/28/2024 | ||
| 3676 | $ 5.74 | 10/28/2024 | ||
| 7900 | $ 5.38 | 10/28/2024 | ||
| 16900 | $ 5.40 | 11/7/2024 | ||
| 100 | $ 5.50 | 11/7/2024 | ||
| 100 | $ 5.23 | 11/7/2024 | ||
| 100 | $ 5.48 | 11/7/2024 | ||
| 100 | $ 5.41 | 11/7/2024 |
Page 8 of 11
| 100 | $ 5.38 | 11/7/2024 | ||
| 100 | $ 5.37 | 11/7/2024 | ||
| 100 | $ 5.26 | 11/7/2024 | ||
| 100 | $ 5.23 | 11/7/2024 | ||
| 200 | $ 5.40 | 11/7/2024 | ||
| 200 | $ 5.37 | 11/7/2024 | ||
| 200 | $ 5.25 | 11/7/2024 | ||
| 400 | $ 5.40 | 11/7/2024 | ||
| 1000 | $ 5.48 | 11/7/2024 | ||
| 1000 | $ 5.30 | 11/7/2024 | ||
| 1000 | $ 5.30 | 11/7/2024 | ||
| 1000 | $ 5.29 | 11/7/2024 | ||
| 1000 | $ 5.29 | 11/7/2024 | ||
| 1000 | $ 5.30 | 11/7/2024 | ||
| 2000 | $ 5.30 | 11/7/2024 | ||
| 22412 | $ 5.30 | 11/7/2024 | ||
| 50 | $ 5.47 | 11/8/2024 | ||
| 50 | $ 5.43 | 11/8/2024 | ||
| 50 | $ 5.40 | 11/8/2024 | ||
| 50 | $ 5.43 | 11/8/2024 | ||
| 100 | $ 5.50 | 11/8/2024 | ||
| 100 | $ 5.48 | 11/8/2024 | ||
| 100 | $ 5.35 | 11/8/2024 | ||
| 150 | $ 5.44 | 11/8/2024 | ||
| 200 | $ 5.50 | 11/8/2024 | ||
| 250 | $ 5.44 | 11/8/2024 | ||
| 252 | $ 5.35 | 11/8/2024 | ||
| 350 | $ 5.43 | 11/8/2024 | ||
| 550 | $ 5.44 | 11/8/2024 | ||
| 1000 | $ 5.43 | 11/8/2024 | ||
| 100 | $ 5.41 | 11/8/2024 | ||
| 100 | $ 5.41 | 11/8/2024 | ||
| 100 | $ 5.48 | 11/11/2024 | ||
| 100 | $ 5.43 | 11/11/2024 | ||
| 100 | $ 5.45 | 11/11/2024 | ||
| 100 | $ 5.44 | 11/11/2024 | ||
| 100 | $ 5.35 | 11/11/2024 | ||
| 200 | $ 5.38 | 11/11/2024 | ||
| 300 | $ 5.41 | 11/11/2024 | ||
| 500 | $ 5.45 | 11/11/2024 | ||
| 500 | $ 5.44 | 11/11/2024 | ||
| 50 | $ 5.26 | 11/12/2024 | ||
| 50 | $ 5.27 | 11/12/2024 |
Page 9 of 11
| 50 | $ 5.26 | 11/12/2024 | ||
| 100 | $ 5.36 | 11/12/2024 | ||
| 100 | $ 5.27 | 11/12/2024 | ||
| 100 | $ 5.26 | 11/12/2024 | ||
| 100 | $ 5.26 | 11/12/2024 | ||
| 300 | $ 5.24 | 11/12/2024 | ||
| 100 | $ 5.37 | 11/13/2024 | ||
| 100 | $ 5.35 | 11/13/2024 | ||
| 100 | $ 5.37 | 11/13/2024 | ||
| 300 | $ 5.37 | 11/13/2024 | ||
| 100 | $ 5.40 | 11/13/2024 | ||
| 1700 | $ 5.98 | 11/13/2024 | ||
| 100 | $ 6.01 | 11/13/2024 | ||
| 100 | $ 6.00 | 11/13/2024 | ||
| 100 | $ 6.05 | 11/13/2024 | ||
| 107 | $ 6.10 | 11/13/2024 | ||
| 387 | $ 6.14 | 11/13/2024 | ||
| 2366 | $ 6.30 | 11/13/2024 | ||
| 400 | $ 5.27 | 11/13/2024 | ||
| 100 | $ 5.33 | 11/13/2024 | ||
| 200 | $ 5.39 | 11/13/2024 | ||
| 100 | $ 5.48 | 11/13/2024 | ||
| 2844 | $ 5.50 | 11/13/2024 | ||
| 181 | $ 5.50 | 11/13/2024 | ||
| 401 | $ 5.49 | 11/13/2024 | ||
| 1000 | $ 5.63 | 11/13/2024 | ||
| 178 | $ 5.70 | 11/13/2024 | ||
| 100 | $ 6.01 | 11/13/2024 | ||
| 100 | $ 6.01 | 11/13/2024 | ||
| 200 | $ 6.04 | 11/13/2024 | ||
| 500 | $ 6.25 | 11/13/2024 | ||
| 4500 | $ 6.15 | 11/13/2024 | ||
| 500 | $ 6.20 | 11/13/2024 | ||
| 46753 | $ 6.17 | 11/13/2024 | ||
| 239516 |
Page 10 of 11
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Series A Common Stock - $.01 Par Value, of DallasNews Corporation, a Texas corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
| Dated: November 14, 2024 | JERRILYN M. HOFFMANN REVOCABLE TRUST DATED MAY 30, 2001 | |||||
| By: | /s/ Jerrilyn M. Hoffmann | |||||
| Name: Jerrilyn M. Hoffmann | ||||||
| Its: Trustee | ||||||
| Dated: November 14, 2024 | JERRILYN M. HOFFMANN | |||||
| By: | /s/ Jerrilyn M. Hoffmann | |||||
| Name: Jerrilyn M. Hoffmann | ||||||
Page 11 of 11