13D Filing: Starboard Value LP and Tribune Media Co (NYSE:TRCO)

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, and Starboard Lima LLC, and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 269,117 Shares beneficially owned by Starboard V&O Fund is approximately $8,308,715, excluding brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts providing for the purchase of 1,742,780 Shares by Starboard V&O Fund is approximately $65,844,548, excluding commissions. The aggregate purchase price of the 219,037 Shares beneficially owned by Starboard S LLC is approximately $7,536,335, excluding brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts providing for the purchase of 15,349 Shares by Starboard S LLC is approximately $535,235, excluding commissions. The aggregate purchase price of the 121,377 Shares beneficially owned by Starboard C LP is approximately $3,924,871, excluding brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts providing for the purchase of 8,567 Shares by Starboard C LP is approximately $298,740, excluding commissions. The aggregate purchase price of the 706,970 Shares beneficially owned by Starboard Lima LLC is approximately $21,010,530, excluding brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts providing for the purchase of 457,837 Shares by Starboard Lima LLC is approximately $15,953,227, excluding commissions. The aggregate purchase price of the 247,813 Shares held in the Starboard Value LP Account is approximately $8,209,262, excluding brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts providing for the purchase of 13,553 Shares held in the Starboard Value LP Account is approximately $472,607, excluding commissions.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 86,644,505 Shares outstanding, as of February 15, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2017.

A.	Starboard V&O Fund

(a)

As of the close of business on March 15, 2017, Starboard V&O Fund beneficially owned 2,011,897 Shares, including 1,742,780 Shares underlying certain forward purchase contracts.

Percentage: Approximately 2.3%

(b)

1. Sole power to vote or direct vote: 2,011,897

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,011,897

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Starboard V&O Fund since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

13D Filing: Starboard Value LP and Tribune Media Co (NYSE:TRCO)

Published on March 21, 2017 at 3:26 pm by Insider Monkey Staff in Hedge Funds

Page 18 of 27 – SEC Filing

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