Filing Details

 

 

Schedule 13G

Page 1 of 9

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 0)*

 

Saga Communications, Inc.

(Name of Issuer)

 

Class A Common Stock, par value of $.01

(Title of Class of Securities)

 

786598300

(CUSIP Number)

 

August 19, 2022

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨  Rule 13d-1(b)

x  Rule 13d-1(c)

¨  Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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).

 

 

 

Schedule 13G

Page 2 of 9

 

CUSIP No.  786598300

 

	1.	Names of Reporting Persons.
		Edward K. Christian Trust
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)

		(a)	¨
		(b)	¨

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization: Florida

 

 

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power: 783,594
	6	Shared Voting Power: 0
	7.	Sole Dispositive Power: 783,594
	8.	Shared Dispositive Power: 0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person: 783,594

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (9): 12.95%*

 

 

12.

Type of Reporting Persons (See Instructions): OO

 

 

* The percentage is calculated based upon total outstanding shares of 6,052,569 as of August 25, 2022, as provided by Saga Communications, Inc.

 

 

Schedule 13G

Page 3 of 9

 

	1.	Names of Reporting Persons.

Michael L. Dallaire

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

¨

(b)

¨

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization: United States of America

 

 

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power: 0
	6	Shared Voting Power: 968,390
	7.	Sole Dispositive Power: 0
	8.	Shared Dispositive Power: 968,390

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person: 968,390*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (9): 16.00%**

 

 

12.

Type of Reporting Persons (See Instructions): IN

 

 

* Includes 184,796 shares that are managed by the Edward K. Christian estate administration.

 

** The percentage is calculated based upon total outstanding shares of 6,052,569 as of August 25, 2022, as provided by Saga Communications, Inc.

 

 

Schedule 13G

Page 4 of 9

 

	1.	Names of Reporting Persons.

Judith A. Christian

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

¨

(b)

¨

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization: United States of America

 

 

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power: 0
	6	Shared Voting Power: 968,390
	7.	Sole Dispositive Power: 0
	8.	Shared Dispositive Power: 968,390

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person: 968,390

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (9): 16.00%*

 

 

12.

Type of Reporting Persons (See Instructions): IN

 

 

* Includes 184,796 shares that are managed by the Edward K. Christian estate administration.

 

** The percentage is calculated based upon total outstanding shares of 6,052,569 as of August 25, 2022, as provided by Saga Communications, Inc.

 

 

Schedule 13G

Page 5 of 9

 

Item 1. (a)

Name of Issuer: Saga Communications, Inc.

 

Item 1. (b)

Address of Issuer's Principal Executive Offices: 73 Kercheval Avenue Grosse Pointe Farms, Michigan.

 

Item 2. (a)

Name of Persons Filing:

 

1)

Edward K. Christian Trust (“Trust”);

2)

Michael Dallaire; and

3)

Judith Christian.

 

Item 2. (b)

Address of Principal Business Office or, if none, Residence:

 

The principal business address of each of the Reporting Persons is 500 Woodward Avenue, Suite 4000 Detroit MI 48226.

 

Item 2. (c)

Citizenship:

 

The Edward K. Christian Trust is formed in the state of Florida. Michael Dallaire and Judith Christian are each citizens of the United States of America.

 

Item 2. (d)

Title of Class of Securities: Class A Common Stock

 

Item 2. (e)

CUSIP Number: 786598300

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable

 

 

Schedule 13G

Page 6 of 9

 

Item 4. Ownership

 

Reference is made to Items 5-11 on the preceding pages of this Schedule 13G.

 

Item 5. Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: ¨.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not applicable.

 

Item 8. Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9. Notice of Dissolution of Group

 

Not applicable.

 

 

Schedule 13G

Page 7 of 9

 

Item 10. Certifications

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

 

Schedule 13G

Page 8 of 9

 

 

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.

 

Dated: August 29, 2022

 

	Edward K. Christian Trust
	/s/ Michael L. Dallaire
	Name: Michael L. Dallaire
	Title: Co-Trustee
	Michael L. Dallaire
	By:	/s/ Michael L. Dallaire
	Judith A. Christian
	By:	/s/ Judith A. Christian

 

 

Schedule 13G

Page 9 of 9

 

 

Joint Filing Agreement Pursuant to Rule 13d-1

 

This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934 (the “Act”) by and among the parties listed below, each referred to herein as a “Joint Filer”. The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.

 

Dated: August 29, 2022

 

	Edward K. Christian Trust
	/s/ Michael L. Dallaire
	Name: Michael L. Dallaire
	Title: Co-Trustee
	Michael L. Dallaire
	By:	/s/ Michael L. Dallaire
	Judith A. Christian
	By:	/s/ Judith A. Christian