Filing Details

Accession Number:
0001104659-19-000925
Form Type:
13D Filing
Publication Date:
2019-01-04 20:51:25
Filed By:
Meruelo Alex Living Trust
Company:
Spanish Broadcasting System Inc (NASDAQ:SBSAA)
Filing Date:
2019-01-07
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
Alex Meruelo Living Trust 0 0 0 0 0 0.0%
Meruelo Investment Partners 0 0 0 0 0 0.0%
Liset Meruelo 5,000 0 5,000 0 5,000 0%
Alexander Meruelo 3,000 0 3,000 0 3,000 0%
Lisette Meruelo 2,500 0 2,500 0 2,500 0%
Alexis Meruelo 2,500 0 2,500 0 2,500 0%
Alex Meruelo 0 0 0 0 0 0.0%
Filing

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)

 

Spanish Broadcasting System, Inc.

(Name of Issuer)

 

Class A Common Stock, Par Value $0.0001 per share

(Title of Class of Securities)

 

846425833

(CUSIP Number)

 

Benjamin A. Vega

Meruelo Investment Partners LLC

9550 Firestone Blvd., Suite 105

Downey, California 90241

(562) 745-2354

bvega@meruelogroup.com

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

December 31, 2018

(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.o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

 


 

CUSIP No.   846425833

 

 

1.

Names of Reporting Persons.
Alex Meruelo Living Trust

 

 

2.

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

2


 

CUSIP No.   846425833

 

 

1.

Names of Reporting Persons.
Meruelo Investment Partners LLC

 

 

2.

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Nevada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

3


 

CUSIP No.   846425833

 

 

1.

Names of Reporting Persons.
Liset Meruelo

 

 

2.

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF / AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
5,000

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
5,000

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,000

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

4


 

CUSIP No.   846425833

 

 

1.

Names of Reporting Persons.
Alexander Meruelo

 

 

2.

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF / AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
3,000

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
3,000

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,000

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

5


 

CUSIP No.   846425833

 

 

1.

Names of Reporting Persons.
Lisette Meruelo

 

 

2.

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF / AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
2,500

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
2,500

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,500

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

6


 

CUSIP No.   846425833

 

 

1.

Names of Reporting Persons.
Alexis Meruelo

 

 

2.

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF / AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
2,500

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
2,500

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,500

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

7


 

CUSIP No.   846425833

 

 

1.

Names of Reporting Persons.
Alex Meruelo

 

 

2.

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

8


 

Introduction

 

Item 1.

Security and Issuer.

 

This Amendment No. 2 (Amendment No. 2) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the SEC) on April 22, 2016 (the Original Schedule 13D) and Amendment No.1 filed with the SEC on December 8, 2016 (Amendment No. 1) and together with Amendment No. 2, the Schedule 13D) with respect to the Class A Common Stock, $0.0001 par value (the Class A Common Stock) issued by Spanish Broadcasting Systems, Inc., a Delaware corporation (the Company). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Original Schedule 13D or Amendment No.1, as applicable.  This Amendment No. 2 amends Item 5 and 7.

 

Item 5.

Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a)                                 The aggregate number and percentage of the subject class of securities beneficially owned by each reporting person is stated (and those securities for which such reporting person has a right to acquire, if any, are identified) in items 11 and 13 on such reporting persons cover page hereto or otherwise herein, based on 4,241,991 shares of Class A Common Stock outstanding as of October 30, 2018.

 

(b)                                  Number of securities for or as to which each reporting person has:

 

(i)                                   Sole power to vote or to direct the vote:

 

See Item 7 on such reporting persons cover page hereto.

 

(ii)                                Shared power to vote or to direct the vote:

 

See Item 8 on such reporting persons cover page hereto.

 

(iii)                             Sole power to dispose or to direct the disposition of:  See Item 9 on such reporting persons cover page hereto.

 

(c)                                  During the past sixty days, the only transactions in Class A Common Stock effected by the reporting parties were the open market purchases by the reporting persons as set forth in Exhibit 1.1.

 

(e)                                  As a result of the transactions described herein, on December 31, 2018 each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Shares. The filing of this Amendment No. 2 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

 

Item 7.

Material to be Filed as Exhibits.

 

Item 7 of Schedule 13D is hereby amended and restated in its entirety as follows:

 

The information required to be provided by Item 7 of Schedule 13D in this statement is provided in the Exhibit Index hereto or otherwise herein. The information in the Exhibit Index hereto and each other Item herein is incorporated by reference in answer or partial answer to this Item.

 

Remainder of Page Intentionally Left Blank.  Signature Page(s) to Follow.

 

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.

 

 

 

Alex Meruelo Living Trust

 

 

 

 

Date:

January 4, 2019

By:

/s/ Alex Meruelo

 

 

Name:

Alex Meruelo

 

 

Title:

Trustee

 

 

 

 

 

 

Meruelo Investment Partners LLC

 

 

 

 

Date:

January 4, 2019

By:

/s/ Alex Meruelo

 

 

Name:

Alex Meruelo

 

 

Title:

Managing Member

 

 

 

 

 

 

Liset Meruelo

 

 

 

 

Date:

January 4, 2019

By:

/s/ Liset Meruelo

 

 

Name:

Liset Meruelo

 

 

 

 

 

 

Alexander Meruelo

 

 

 

 

Date:

January 4, 2019

By:

/s/ Alexander Meruelo

 

 

Name:

Alexander Meruelo

 

 

 

 

 

 

Lisette Meruelo

 

 

 

 

Date:

January 4, 2019

By:

/s/ Lisette Meruelo

 

 

Name:

Lisette Meruelo

 

 

 

 

 

 

Alexis Meruelo

 

 

 

 

Date:

January 4, 2019

By:

/s/ Alexis Meruelo

 

 

Name:

Alexis Meruelo

 

 

 

 

 

 

Alex Meruelo

 

 

 

 

Date:

January 4, 2019

By:

/s/ Alex Meruelo

 

 

Name:

Alex Meruelo

 

Remainder of Page Intentionally Left Blank.  Exhibit Index to Follow.

 

10


 

Exhibit Index

 

Exhibit

 

Reference

 

Description

1.1

 

Transactions in Shares (furnished herewith)

24.1

 

Joint Filing Agreement and Power of Attorney (incorporated by reference to the Original Schedule 13D)

 

Remainder of Page Intentionally Left Blank.  Exhibit(s) to Follow.

 

11