SEC Comment Letter for TEGNA INC (TGNA) (CIK 0000039899) (TGNA) — Apr 20, 2020
TEGNA INC (TGNA) (CIK 0000039899)
Date: April 20, 2020 · CIK: 0000039899 · Accession: 0000000000-20-003378
AI Filing Summary & Sentiment
Letter
April 17 , 2020 Via E -mail Warren S. de Wied, Esq. Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, NY 10004
Re: TEGNA Inc. Amendment No. 3 to Schedule 13D filed April 1, 2020 Amendment No. 4 to Schedule 13D filed April 3, 2020 Response dated April 10, 2020 Filed by Standard General L.P., et al. File No. 005 -19132
Dear Mr. de Wied :
We have reviewed your response dated April 10, 2020, and have the following additional comment s.
Amendments No. 3 and 4 to Schedule 13D
1. We note your response to prior comment 1 but disagree with your analysis. Given that you retained the right to vote the 5,000,000 shares sold between March 25 and March 31, 2020 at the annual meeting, w e continue to believe that you were required to amend your Schedule 13D to report beneficial ownership over both the swap shares and the shares sold. Refer to Rule 13d -3(a)(1).
2. Given our conclusion that the series of transactions referenced in our comment above resulted in Standard General becoming a beneficial owner of greater than 10% of the Company’s common stock on March 25, 2020 , please tell us how you plan to comply with Section 16 of the Exchange A ct and update your Section 16(a) filings as required . Refer to Rule 16a -3. In this respect, we note that you cite your April 2 purchase of shares in your Form 3 filed April 7, 2020, rather than the March 25 transactions. We further note that you have no t filed any Forms 4.
* * *
Warren S. de Wied, Esq. Fried, Frank, Harris, Shriver & Jacobson LLP April 17, 2020 Page 2
Please direct any questions to me at (202) 551 -7951. You may also contact Daniel Duchovny, Special Counsel, at (202) 551 -3619 .
Sincerely,
/s/ Joshua Shainess
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April 17 , 2020
Via E -mail
Warren S. de Wied, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004
Re: TEGNA Inc.
Amendment No. 3 to Schedule 13D filed April 1, 2020
Amendment No. 4 to Schedule 13D filed April 3, 2020
Response dated April 10, 2020
Filed by Standard General L.P., et al.
File No. 005 -19132
Dear Mr. de Wied :
We have reviewed your response dated April 10, 2020, and have the following additional
comment s.
Amendments No. 3 and 4 to Schedule 13D
1. We note your response to prior comment 1 but disagree with your analysis. Given that you
retained the right to vote the 5,000,000 shares sold between March 25 and March 31, 2020 at
the annual meeting, w e continue to believe that you were required to amend your Schedule
13D to report beneficial ownership over both the swap shares and the shares sold. Refer to
Rule 13d -3(a)(1).
2. Given our conclusion that the series of transactions referenced in our comment above
resulted in Standard General becoming a beneficial owner of greater than 10% of the
Company’s common stock on March 25, 2020 , please tell us how you plan to comply with
Section 16 of the Exchange A ct and update your Section 16(a) filings as required . Refer to
Rule 16a -3. In this respect, we note that you cite your April 2 purchase of shares in your
Form 3 filed April 7, 2020, rather than the March 25 transactions. We further note that you
have no t filed any Forms 4.
* * *
Warren S. de Wied, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
April 17, 2020
Page 2
Please direct any questions to me at (202) 551 -7951. You may also contact Daniel
Duchovny, Special Counsel, at (202) 551 -3619 .
Sincerely,
/s/ Joshua Shainess
Joshua Shainess
Special Counsel
Office of Mergers and Acquisitions