TRNC Tribune Pubg Co. New (delisted)

CUSIP No. 89703P107

CUSIP No. 89703P107

CUSIP No. 89703P107

CUSIP No. 89703P107

Explanatory Note

This Schedule 13D/A (the “Amendment”) constitutes Amendment No. 1 to the Reporting Persons’ Schedule 13D initially filed on April 23, 2018 (the “Original Schedule 13D”). Except as amended herein, the information set forth in the Original Schedule 13D remains unchanged.

Item 3 of the Original Schedule 13D is hereby amended and supplemented as follows:

On June 5, 2018, the Securities Purchase Agreement dated as of April 13, 2018 (the “Purchase Agreement”) among Merrick Media, LLC (“Media Seller”), Merrick Venture Management, LLC (“Venture Seller”) and Michael W. Ferro, Jr. (“MWF,” and collectively with Media Seller and Venture Seller, the “Sellers”) and McCormick Media LLC (“Buyer”), was terminated according to its terms.  As a result, none of the transactions contemplated by the Purchase Agreement will be consummated, including the sale of 9,701,529 shares of tronc, Inc. (“Issuer”) common stock, par value $0.01, to Buyer. Thus, Buyer is no longer obligated to pay the purchase price described in the Original Schedule 13D.

Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:

On June 5, 2018, the Sellers terminated the Purchase Agreement due to Buyer’s failure to acquire sufficient financial resources to consummate the transactions contemplated by, and to perform its obligations under, the Purchase Agreement (including the payment of the purchase price for the 9,701,529 shares of Issuer common stock, par value $0.01, pursuant to the Purchase Agreement). As a result, none of the transactions contemplated by the Purchase Agreement will be consummated.

Except as disclosed above, none of the Reporting Persons currently has any plans or proposals which relate to or would result in any of the actions specified in (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5 of the Original Schedule 13D is hereby amended and restated as follows:

(a), (b) The information required by this item with respect to each Reporting Person is set forth in Rows 7 through 11 and 13 of each cover page to this Amendment and is incorporated herein by reference.

(c) Each of the Reporting Persons reports that neither it, nor to its knowledge, any person named in Item 2 of the Original Schedule 13D, has effected any transactions in Issuer’s common stock during the past 60 days.

(d) Not applicable.

(e) As a result of the termination of the Purchase Agreement, each Reporting Person ceased to be the beneficial owner of more than five percent of the shares of common stock of the Issuer on June 5, 2018.

Item 6 of the Original Schedule 13D is hereby amended and supplemented with information set forth under Items 4 and 5 above, which is incorporated by reference herein.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

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