1
|
NAME OF REPORTING PERSON
Alden Global Capital LLC
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||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) □
(b) □
|
|
3
|
SEC USE ONLY
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||
4
|
SOURCE OF FUNDS
AF
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||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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◻
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
11,544,213
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||
9
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SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
11,544,213
|
||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,544,213
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
□
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.0%
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||
14
|
TYPE OF REPORTING PERSON
IA, OO
|
1
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NAME OF REPORTING PERSON
Heath Freeman
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||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) □
(b) □
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
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
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
11,544,213
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
11,544,213
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,544,213
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
□
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 1.
|
Security and Issuer.
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Item 2.
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Identity and Background.
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(i)
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Alden Global Capital LLC, a Delaware limited liability company (“Alden”), as the investment manager of Alden Global Opportunities Master Fund, L.P. (“AGOMF”) and Alden Global Value Recovery Master Fund, L.P. (“AGVRMF”, and together with
AGOMF, the “Funds”); and
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(ii)
|
Heath Freeman, as the President of Alden
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Item 3.
|
Source and Amount of Funds or Other Consideration.
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Item 4.
|
Purpose of Transaction.
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Item 5.
|
Interest in Securities of the Issuer.
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A.
|
Alden
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(a)
|
Alden, as the investment manager of the Funds, may be deemed the beneficial owner of the 11,544,213 Shares held directly by the Funds.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 11,544,213
|
|
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3. Sole power to dispose or direct the disposition: 0
|
|
|
4. Shared power to dispose or direct the disposition: 11,544,213
|
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(c)
|
The disclosure in Item 4 is incorporated herein by reference. Additional transactions in the Shares on behalf of the Funds during the past 60 days other than as disclosed in Item 4 are set forth in Schedule A and are incorporated herein
by reference.
|
B.
|
Mr. Freeman
|
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(a)
|
Mr. Freeman, as the President of Alden, may be deemed the beneficial owner of the 11,544,213 Shares held directly by the Funds.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 11,544,213
|
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
|
4. Shared power to dispose or direct the disposition: 11,544,213
|
|
(c)
|
The disclosure in Item 4 is incorporated herein by reference. Additional transactions in the Shares on behalf of the Funds during the past 60 days other than as disclosed in Item 4 are set forth in Schedule A and are incorporated herein
by reference.
|
|
(d)
|
The limited partners of (or investors in) each of the Funds have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock held for the accounts of their respective Funds in
accordance with their respective limited partnership interests (or investment percentages) in their respective Funds.
|
|
(e)
|
Not applicable.
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Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 7.
|
Material to be Filed as Exhibits.
|
|
|
99.1
|
Securities Purchase Agreement, dated as of November 15, 2019, by and among Merrick Media, LLC, Merrick Venture Management, LLC, Michael W. Ferro, Jr., Alden Global Opportunities Master Fund, L.P. and Alden Global Value Recovery Master
Fund, L.P. (incorporated by reference to Exhibit 8 to the Schedule 13D amendment filed by Merrick Media, LLC, Merrick Venture Management, LLC and Michael W. Ferro, Jr. with the SEC on November 20, 2019).
|
99.2 |
Joint Filing Agreement by and among Alden Global Capital LLC and Heath Freeman, dated November 25, 2019. |
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Alden Global Capital LLC
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||
|
|
||
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By:
|
/s/ Heath Freeman
|
|
|
|
Name:
|
Heath Freeman
|
|
|
Title:
|
President
|
/s/ Heath Freeman |
|||
Heath Freeman |
Nature of Transaction
|
|
Shares of Common
Stock Purchased/(Sold) |
|
|
Price Per
Share ($) |
|
|
Date of
Purchase / Sale |
|
|||
Buy
|
|
|
143,744
|
|
|
$
|
8.4599
|
|
|
|
10/30/2019
|
|
Buy
|
|
|
12,000
|
|
|
$
|
8.8913
|
|
|
|
10/31/2019
|
|
Buy
|
|
|
115,000
|
|
|
$
|
8.9849
|
|
|
|
11/01/2019
|
|
Buy
|
|
|
41,400
|
|
|
$
|
9.2697
|
|
|
|
11/04/2019
|
|
Buy
|
|
|
415,000
|
|
|
$
|
9.2295
|
|
|
|
11/06/2019
|
|
Buy
|
|
|
66,000
|
|
|
$
|
9.5447
|
|
|
|
11/07/2019
|
|
Buy
|
|
|
67,779
|
|
|
$
|
9.4386
|
|
|
|
11/08/2019
|
|
Buy |
184,5001 |
|
$ |
10.9396 |
11/20/2019 |
|||||||
Buy |
434,9021 |
$ |
11.6947 |
11/21/2019 |
||||||||
Buy |
793,8011 |
$ |
12.5847 |
11/22/2019 |
||||||||
Buy |
198,5581 |
$ |
12.9842 |
11/25/2019 |
||||||||
__________________________
1 Represents block purchase
|
|
Alden Global Capital LLC
|
||
|
|
||
|
By:
|
/s/ Heath Freeman
|
|
|
|
Name:
|
Heath Freeman
|
|
|
Title:
|
President
|
/s/ Heath Freeman |
|||
Heath Freeman |