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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

TEGNA Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

87901J105
(CUSIP Number)

Joseph Mause
Standard General L.P.
767 Fifth Avenue, 12th Floor
New York, NY 10153
Tel. No.: 212-257-4701
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

March 1, 2021
 (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).

 
 
 
 
CUSIP No. 87901J105
SCHEDULE 13D/A
Page 1
 
 
 
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
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
 
AF
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                ☐
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
7
SOLE VOTING POWER
 
0
 
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER
 
20,228,362
 
EACH
REPORTING
9
SOLE DISPOSITIVE POWER
 
                0
 
PERSON
WITH
10
SHARED DISPOSITIVE POWER
 
20,228,362
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
           20,228,362
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                  ☐
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
           9.2%
 
14
TYPE OF REPORTING PERSON
         
            IA
 

 

 
 
 
 
CUSIP No. 87901J105
SCHEDULE 13D/A
Page 1
 
 
 
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Soohyung Kim
 
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 ITEMS 2(d) or 2(e)                ☐
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
7
SOLE VOTING POWER
 
0
 
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER
 
20,228,362
 
EACH
REPORTING
9
SOLE DISPOSITIVE POWER
 
                0
 
PERSON
WITH
10
SHARED DISPOSITIVE POWER
 
20,228,362
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
           20,228,362
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                  ☐
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
           9.2%
 
14
TYPE OF REPORTING PERSON
         
            IN, HC
 

 
 
AMENDMENT NO. 9 TO SCHEDULE 13D

This Amendment No. 9 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 No. 9 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, Amendment No. 2 filed on March 18, 2020, Amendment No. 3 filed on March 31, 2020, Amendment No. 4 filed on April 3, 2020, Amendment No. 5 filed on April 24, 2020, Amendment No. 6 filed on June 4, 2020, Amendment No. 7  filed on June 11, 2020, and Amendment No. 8 filed on January 21, 2021 (collectively, and as further amended by this Amendment No. 9, the “Schedule 13D”).  Unless otherwise indicated, all capitalized terms used but not defined in this Amendment No. 9 shall have the same meanings as in the Initial Schedule 13D.

This Amendment No. 9 is being filed to amend and supplement Items 4, 5, 6 and 7 of the Schedule 13D as set forth below.

Item 4.
Purpose of Transaction

As disclosed by the Reporting Persons on Amendment No. 8 to Schedule 13D filed by the Reporting Persons on January 21, 2021 (“Amendment No. 8”), the Reporting Persons were party to two equity swap agreements with UBS A.G. (“UBS”), an unaffiliated third-party financial institution, in respect of an aggregate of 1,000,000 shares of the Issuer’s Common Stock, which swap agreements were settleable by their terms for cash or, at the election of the Reporting Persons, physical shares.  On February 25, 2021, the Reporting Persons elected to settle in full the two swap agreements, for 1,000,000 physical shares of the Issuer’s Common Stock.

As also previously disclosed on Amendment No. 8, the Reporting Persons were party to eight equity swap agreements with UBS in respect of an aggregate of 3,638,517 shares of the Issuer’s Common Stock, which swap agreements were settleable by their terms solely for cash.  On March 1, 2021, the Reporting Persons elected to settle in full all eight swap agreements.

In connection with its election to settle these swap agreements, on March 1, 2021, the Reporting Persons purchased 3,638,517 shares of the Issuer’s Common Stock through UBS at a purchase price of $18.05 per share.  






Item 5.
Interest in Securities of the Issuer

(a) and (b)

After giving effect to the transactions described in Item 4 herein, the Reporting Persons (i) have shared voting power and shared dispositive power over 20,228,362 shares of Common Stock and (ii) beneficially own in the aggregate 20,228,362 shares of Common Stock, representing 9.2% of the total outstanding shares of  Common Stock. 

The percentage calculations herein are based upon the Annual Report on Form 10-K filed by the Issuer with the Securities and Exchange Commission on March 1, 2021, in which the Issuer indicated that, as of February 19, 2021, there were 219,656,092 shares of Common Stock outstanding.

(c) On January 20, 2021, the Reporting Persons sold 1,330,999 at an average price per share of $15.10.  Amendment No. 8 incorrectly stated that these 1,330,990 shares were sold on January 20, 2020.  Other than as described in Items 4 and 5 of this Amendment No. 9 to Schedule 13D, the Reporting Persons have not effected any other transactions in shares of the Issuer’s Common Stock in the past sixty days.

Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
As a result of the transactions described in Item 4 of this Amendment No. 9 to Schedule 13D, the Reporting Persons no longer holds swap transactions in respect of the Issuer’s shares of Common Stock previously reported on Amendment No. 8 to Schedule 13D.

Item 7.
Material to Be Filed as Exhibits
Exhibit 99.1   Joint Filing Agreement, by and among the Reporting Persons, incorporated by reference to Exhibit 99.1 to the Schedule 13G relating to Common Stock of the Issuer, filed by the Reporting Persons with the Securities and Exchange Commission on August 14, 2019.
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 2, 2021
 
STANDARD GENERAL L.P.
   
 
By: /s/ Joseph Mause
 
Name: Joseph Mause
 
Title: Chief Financial Officer
   
   
 
SOOHYUNG KIM
   
 
/s/ Soohyung Kim
 
Soohyung Kim
   
Exhibit Index
Exhibit No.
  
Description
   
99.1
  
Joint Filing Agreement, by and among the Reporting Persons, incorporated by reference to Exhibit 99.1 to the Schedule 13G relating to Common Stock of the Issuer, filed by the Reporting Persons with the Securities and Exchange Commission on August 14, 2019.