UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

TEGNA Inc.

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(Name of Issuer)

Common Stock

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(Title of Class of Securities)

87901J105

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(CUSIP Number)

Joseph Mause

Standard General L.P.

Tel. No.: 212-257-4701

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

March 16, 2020

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(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. [  ]

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

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).

 

1	NAMES OF REPORTING PERSONS
	Standard General L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	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
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			21,124,315
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			21,124,315
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	21,124,315
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

This Amendment No. 2 to Schedule 13D (this “Amendment”) relates to shares of common stock, par value $1.00 per share (the “Common Stock”) of TEGNA Inc., a Delaware corporation (the “Issuer” or the “Company”). This Amendment is being filed by each of the Reporting Persons to amend the Schedule 13D (the “Initial Schedule 13D”) that was originally filed on September 30, 2019, as amended by Amendment No. 1 filed on January 15, 2020 (as amended by this Amendment, the “Schedule 13D”). Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as in the Initial Schedule 13D.

This Amendment is being filed to amend and supplement Items 3, 5, 6  and 7 of the Schedule 13D as set forth below.

Item 3.

On March 16, 2020, Standard General, acting on behalf of the private investment vehicles for which it serves as investment manager, executed the settlement of the swaps with respect to 2,015,362 shares of Common Stock previously entered into with unaffiliated third-party financial institutions.  The swaps will physically settle for 2,015,362 shares of Common Stock on March 18, 2020.  The settlement will be  effected by payment of an aggregate amount of $30,601,033.80 (including interest) from the working capital of the private investment vehicles for which Standard General serves as investment manager.

 

Items 5 and 6.

Of the 21,124,315 shares of Common Stock previously reported herein as being beneficially owned by the Reporting Persons, 2,015,362 shares of Common Stock  were subject to swaps entered into with unaffiliated third-party financial institutions.  On March 16, 2020, Standard General, acting on behalf of the private investment vehicles for which it serves as investment manager, executed the settlement of those swaps.  The swaps will physically settle for 2,015,362 shares of Common Stock on March 18, 2020 for payment of $15.18389 per share (including interest).

The percentage calculations herein are based upon the statement in Issuer’s Annual Report on Form 10-K for the period ended December 31, 2019, as filed with the Securities and Exchange Commission on March 2, 2020, that there were 217,815,465 shares of Common Stock of the Issuer outstanding as of January 31, 2020. 

Item 7.

 

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.

 

Date: March 18, 2020