0001162893-12-000004.txt : 20120309 0001162893-12-000004.hdr.sgml : 20120309 20120309165401 ACCESSION NUMBER: 0001162893-12-000004 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120309 DATE AS OF CHANGE: 20120309 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STABOSZ TIMOTHY J CENTRAL INDEX KEY: 0001162893 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 1307 MONROE STREET CITY: LA PORTE STATE: IN ZIP: 46350 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EMMIS COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000783005 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 351542018 STATE OF INCORPORATION: IN FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43521 FILM NUMBER: 12681278 BUSINESS ADDRESS: STREET 1: ONE EMMIS PLAZA STREET 2: 40 MONUMENT CIRCLE SUITE 700 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 BUSINESS PHONE: 3172660100 MAIL ADDRESS: STREET 1: ONE EMMIS PLAZA STREET 2: 40 MONUMENT CIRCLE #700 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 FORMER COMPANY: FORMER CONFORMED NAME: EMMIS BROADCASTING CORPORATION DATE OF NAME CHANGE: 19920703 SC 13D 1 emms13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 EMMIS COMMUNICATIONS CORPORATION ------------------------------------------------------------------------------- (Name of issuer) CLASS A COMMON STOCK ------------------------------------------------------------------------------- (Title of class of securities) 291525103 -------------------------------------------------------- (CUSIP number) TIMOTHY J. STABOSZ, 1307 MONROE STREET, LAPORTE, IN 46350 (219) 324-5087 ------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) MARCH 1, 2012 -------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Sections 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). CUSIP No. 291525103 -------------------------------------------------------------------------------- 1. Name of Reporting Person TIMOTHY JOHN STABOSZ -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] NOT APPLICABLE (b) [_] -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF -------------------------------------------------------------------------------- 5. Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization UNITED STATES -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 1,790,150 Shares ____________________________________________ Beneficially (8) Shared Voting Power 0 Owned by ____________________________________________ Each (9) Sole Dispositive Power 1,790,150 Reporting ____________________________________________ Person With (10) Shared Dispositive Power 0 -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned 1,790,150 by each Reporting Person -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes [_] Certain Shares -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 5.3% -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN -------------------------------------------------------------------------------- ITEM 1. Security and Issuer Class A common stock of Emmis Communications Corp., One Emmis Plaza, 40 Monument Circle, Suite 700, Indianapolis, IN 46204. ITEM 2. Identity and Background The reporting person, Timothy J. Stabosz, 1307 Monroe Street, LaPorte, IN 46350, a natural person and United States citizen, is engaged as a private investor. He has not been convicted in a criminal proceeding (excluding traffic violations or other similar misdemeanors) in the last 5 years, and has not been a party to any proceedings, or subject to any judgements, enjoinments, decrees, et al, related to violations of state or federal securities laws, in his lifetime. ITEM 3. Source and Amount of Funds or Other Consideration Personal funds in the aggregate amount of $1,245,378.61 have been used to effect the purchases. No part of the purchase price represents borrowed funds. ITEM 4. Purpose of Transaction The reporting person has acquired the shares for investment purposes. Based on public filings with the SEC, the reporting person believes he is the third largest shareholder of the company. While the reporting person, at this time, has no specific plans or proposals related to letters (a) through (j) of Item #4 of Schedule 13D, owing to the fact that the reporting person believes that the company's common equity value does not adequately reflect the underlying value of the company's assets, and that it would be desirable to have that value "unlocked," the reporting person may seek to discuss with management, or otherwise seek to encourage the company to pursue, any number of strategies which may increase shareholder value (one or more of which management has already publicly stated it is considering). These include, but are not limited to, monetization of the KXOS put/call arrangement, debt refinancings, preferred and/or common stock buybacks, a going private transaction, possible consideration for converting the Class B common shares to Class A common shares, or a sale or breakup of the company in whole or in part. The reporting person has communicated with, and intends to continue to communicate with, other shareholders. Finally, if Emmis's common stock remains, for an excessive period of time, at a price level the reporting person views as unduly depressed, he may request that the company consider appointing him to the board of directors. ITEM 5. Interest in Securities of the Issuer As of the close of business on March 9, 2012, the reporting person has sole voting and dispositive power over 1,790,150 shares of Emmis Communications Corporation's Class A common stock. The company's latest Form 10-Q filing, as of January 4, 2012, indicates there were 34,007,279 Class A common shares outstanding. Accordingly, the reporting person is deemed to own 5.3% of the company's Class A common stock. Transactions effected by the reporting person in the last 60 days, from January 9, 2012, through March 9, 2012, were performed in ordinary brokerage transactions, and are indicated as follows: 01/09/12 sold 45,800 shares at $ .777 01/12/12 sold 38,223 shares at $ .750 01/13/12 bought 6001 shares at $ .701 01/17/12 bought 92,714 shares at $ .715 01/18/12 bought 49,396 shares at $ .716 01/19/12 bought 24,802 shares at $ .693 01/20/12 bought 16,700 shares at $ .692 01/25/12 sold 42,700 shares at $ .775 01/26/12 bought 5300 shares at $ .710 01/27/12 bought 1200 shares at $ .713 01/30/12 bought 5254 shares at $ .715 01/31/12 bought 10,000 shares at $ .720 02/01/12 bought 20,166 shares at $ .727 02/01/12 sold 200 shares at $ .775 02/02/12 bought 195,729 shares at $ .747 02/03/12 bought 1800 shares at $ .75 02/03/12 sold 23,170 shares at $ .770 02/06/12 sold 1930 shares at $ .77 02/07/12 bought 15,974 shares at $ .737 02/10/12 sold 20,000 shares at $ .801 02/14/12 bought 27,900 shares at $ .767 02/15/12 bought 5000 shares at $ .751 02/16/12 bought 45,453 shares at $ .771 02/17/12 bought 104,922 shares at $ .763 02/21/12 bought 34,078 shares at $ .757 02/22/12 bought 40,000 shares at $ .744 02/23/12 bought 19,326 shares at $ .724 02/24/12 bought 9143 shares at $ .707 02/29/12 bought 8000 shares at $ .70 03/01/12 bought 34,800 shares at $ .692 03/02/12 bought 10,800 shares at $ .699 03/05/12 bought 14,200 shares at $ .692 03/06/12 bought 20,000 shares at $ .6825 03/09/12 bought 4400 shares at $ .70 ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Not Applicable ITEM 7. Material to be Filed as Exhibits Not Applicable SIGNATURES 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. Date 03/09/12 Signature Timothy J. Stabosz Name/Title Timothy J. Stabosz, Private Investor