Filing Details
- Accession Number:
- 0001398344-25-004779
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-04 19:00:00
- Filed By:
- Gate City Capital Management, LLC
- Company:
- Saga Communications Inc (NYSEMKT:SGA)
- Filing Date:
- 2025-03-05
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Gate City Capital Management, LLC | 863,845 | 0 | 863,845 | 0 | 863,845 | 13.80% |
| Michael Melby | 863,845 | 0 | 863,845 | 0 | 863,845 | 13.80% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
SAGA COMMUNICATIONS INC (Name of Issuer) |
Common Stock (Title of Class of Securities) |
786598300 (CUSIP Number) |
Michael Melby c/o Gate City Capital Management, LLC, 8725 W. Higgins Road, Suite 530 Chicago, IL, 60631 (312) 825-1228 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/04/2025 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | 786598300 |
| 1 |
Name of reporting person
Gate City Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ILLINOIS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
863,845.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.80 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
|
| CUSIP No. | 786598300 |
| 1 |
Name of reporting person
Michael Melby | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check 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 Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
863,845.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.80 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
This Schedule 13D (this "Schedule 13D") is being filed on behalf of Gate City Capital Management, LLC, an Illinois limited liability company (the "Management Company") and Michael Melby. Mr. Melby serves as the managing member of the Management Company. The Management Company serves as an adviser to certain private investment funds and managed accounts (the "Funds"). This Schedule 13D relates to Common Shares (the "Common Shares") of Saga Communications Inc (the "Issuer") held by the Funds.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
SAGA COMMUNICATIONS INC |
| (c) | Address of Issuer's Principal Executive Offices:
73 Kercheval Ave, Grosse Pointe Farms,
MICHIGAN
, 48236. |
| Item 2. | Identity and Background |
| (a) | The names of the persons jointly filing this statement on Schedule 13D (the "Reporting Persons") are Gate City Capital Management, LLC, an Illinois limited liability company and Michael Melby, Managing Member of Gate City Capital Management, LLC. Mr. Melby is the controlling member of Gate City Capital Management, LLC. |
| (b) | The address of each of the Reporting Persons is 8725 W. Higgins Road, Suite 530, Chicago, IL 60631. |
| (c) | The principal business of Gate City Capital Management, LLC is to serve as an adviser to certain private investment funds and managed accounts. Mr. Melby's principal occupation is serving as the Portfolio Manager of Gate City Capital Management, LLC. |
| (d) | During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Gate City Capital Management, LLC is an Illinois limited liability company. Mr. Melby is a United States citizen. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The source and amount of funds used by the Reporting Persons in making their purchase of the shares of Common Stock owned by each of them in the aggregate was $13,770,806 using the working capital of each of the Funds. | |
| Item 4. | Purpose of Transaction |
This Amendment No. 1 amends the Schedule 13D initially filed on January 8, 2025.
On January 25, 2025, Gate City Capital Management ("Gate City") sent the letter attached as Exhibit A (the "January Letter") to Saga Communications, Inc. ("Saga" or the "Company"). The January Letter highlights Gate City's concerns that the Company's pursuit of a digital transformation was having an adverse impact on the Company's financial results, operations, liquidity and share price.
On February 10, 2025, representatives from Gate City spoke with representatives from Saga to review the January Letter. Following this conversation, representatives from Gate City became increasingly concerned that Saga intended to continue spending heavily in the Company's digital transformation initiatives. Representatives from Gate City expressed its concerns that these digital initiatives were outside of the Company's core competencies, Saga had minimal managerial expertise in executing the Company's digital transformation strategy, and the digital transformation efforts would divert managerial time, attention and resources away from the Company's core broadcast business.
Following the conversation between Gate City and Saga on February 10, 2025, Gate City sent a letter to Saga on February 11, 2025 informing the Company of Gate City's intent to nominate four directors at the upcoming 2025 annual meeting (the "February Letter"), which is attached as Exhibit B.
Representatives from Gate City and Saga subsequently entered into formal negotiations to appoint one of Gate City's potential nominees to the Saga Board of Directors. These negotiations concluded without a formal agreement on March 4, 2025.
Given the failure to reach a negotiated settlement of these issues, Gate City is exploring a variety of its options. Gate City remains disappointed in the Company's pursuit of a digital transformation strategy that Gate City believes is likely to prove value destructive for shareholders. " | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | No material change. |
| (b) | No material change. |
| (c) | No material change. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Other than described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Person and any other person with respect to the securities of the Issuer. |
| 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.
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Comments accompanying 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. In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below. |