Page 5 of 7 – SEC Filing
This Amendment No.4 amends and supplements the Schedule 13D (as amended, this Schedule
13D) filed with the Securities and Exchange Commission (the SEC) on June 7, 2016, as amended by amendment no. 1 to Schedule 13D filed with the SEC on November 23, 2016, amendment no. 2 to Schedule 13D filed with the SEC
on March 22, 2017 and amendment no. 3 to Schedule 13D filed with the SEC on March 28, 2017 by certain of the Reporting Persons (as defined below) with respect to the common stock, par value $0.01 per share (Common Stock) of
tronc, Inc., a Delaware corporation (formerly known as Tribune Publishing Company, the Issuer) by Dr. Patrick Soon-Shiong, a natural person and citizen of the United States, Nant Capital, LLC, limited liability company organized
under the laws of the state of Delaware (Nant Capital) and California Capital Equity, LLC, a limited liability company organized under the laws of the state of Delaware (CalCap and, together with Dr. Soon-Shiong, and
Nant Capital, the Reporting Persons).
Except as otherwise set forth below, the information set forth in the Schedule 13D
remains unchanged and is incorporated by reference into this Amendment.
Percentages are based upon a total of 32,695,496 shares
outstanding, based on the information contained in the Issuers Annual Report on Form 10-K filed on March 9, 2017 and the Current Report on Form 8-K filed on March 23, 2017.
| Item 4. | Purpose of Transaction. |
Item 4 of this Schedule 13D is hereby amended and restated as follows:
On April 5, 2017, counsel for the Reporting Persons delivered the letter attached as Exhibit 6 hereto (the Nant Letter)
to Yosef J. Riemer, counsel for the Issuer, in response to a letter received by Mr. Riemer on March 28, 2017 (the tronc Letter). The Nant Letter outlines the Reporting Persons reasons why they believe that the
Issuers Chairman should not receive preferential treatment over the Reporting Persons or any other shareholder, and includes specific examples of what the Reporting Persons believe are misstatements and fabrications made by the Issuer and its
counsel in the tronc Letter, as well as specific examples of poor corporate governance by tronc.
In addition, as previously disclosed in
the Schedule 13D filed by the Reporting Persons on June 8, 2016, NantWorks, LLC (NantWorks), an affiliate of the Reporting Persons, was finalizing terms with the Issuer for a co-exclusive, non-transferable, fee-bearing license
pursuant to which the Issuer will receive access to over 100 machine vision and artificial intelligence technology patents for news media applications as well as access to and use of studio space made available by NantStudio, LLC, a subsidiary of
NantWorks. While a more definitive agreement has not yet been finalized, NantWorks and the Issuer entered into a Binding Term Sheet on May 22, 2016 (the Binding Term Sheet), which provides that if the parties do not execute a more
definitive agreement within a reasonable time, then the Binding Term Sheet will be enforceable against both parties, but is contingent upon Tribune Media approval. In connection with these transactions, the Company will issue to NantStudio, LLC
333,333 shares of Common Stock, which shares will be beneficially owned by the Reporting Persons.
Except as set forth herein, the
Reporting Persons do not currently have any specific plan or proposal with respect to any action that would result in the occurrence of any of the matters specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting
Persons reserve the right to change their purpose and to formulate and implement plans or proposals with respect to the Issuer at any time and from time to time, including, but not limited to, purchasing or otherwise acquiring additional securities
of the Issuer (subject to any contractual or other limitations that may current exist), selling or otherwise disposing of any securities of the Issuer beneficially owned by the Reporting Persons, in each case in the open market or in privately
negotiated transactions or formulating other plans or proposals regarding the Issuer or its securities to the extent deemed advisable by the Reporting Persons in light of, among other things, the investment strategy of the Reporting Persons, market
conditions, subsequent developments affecting the Issuer and the general business and future prospects of the Issuer.
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS. |
The following document is filed as an exhibit to this Schedule 13D:
Exhibit 6: Letter from John B. Quinn to the Issuer, dated April 5, 2017.
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