Filing Details
- Accession Number:
- 0001398344-25-005603
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-13 20:00:00
- Filed By:
- Gate City Capital Management, LLC
- Company:
- Saga Communications Inc (NYSEMKT:SGA)
- Filing Date:
- 2025-03-14
- 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. 2)
|
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) |
03/13/2025 (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. 2 amends the Schedule 13D initially filed on January 8, 2025 and subsequently amended on March 5, 2025.
On March 13, 2025, Gate City Capital Management ("Gate City") sent the letter attached as Exhibit C (the "Notice Letter") to Saga Communications, Inc. ("Saga" or the "Company"). The Notice Letter sets forth Gate City's intention to nominate four directors for election at the Company's 2025 Annual Meeting of Stockholders (the ""Annual Meeting"") and serves as a notice of nomination in accordance with the Issuer's bylaws and Rule 14a-19(a)(1) under the Securities Exchange Ace of 1934, as amended. Gate City requested in the letter that the Company name Michael T. Melby, Nicholas J. Bodnar, Ryan A. Hornaday, and Christopher T. Young in its proxy statement as nominees for election to the Company's board of dirctors at the Annual Meeting.
Gate City may also wish to exercise its right to inspect certain books and records of the Company pursuant to Section 607.1602 of the Florida Business Corporation Act or any other statutory or regulatory provisions proving for stockholder access to books and records in order to identify and communicate with other stockholders in connection with any solicitation of proxies in support of the nominees and to obtain additional information about the Company. | |
| 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. |