Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
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Under
the Securities Exchange Act of 1934
(Amendment
No. 6)*
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The
McClatchy Company
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(Name
of Issuer)
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Class
A Common Stock
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(Title
of Class of Securities)
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579489-10-5
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(CUSIP
Number)
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Karole
Morgan-Prager, Esq.
Vice
President and Corporate Secretary
The
McClatchy Company
2100
Q Street
Sacramento,
CA 95816
(916)
321-1000
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(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
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May
22, 2009
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(Date
of Event which Requires Filing of this
Statement)
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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.
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 person’s
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).
SCHEDULE
13D/A
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CUSIP
No. 579489-10-5
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1. Names
of Reporting Persons.
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2.Check
the Appropriate Box if a Member of a Group (See Instructions)
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3.SEC
Use Only
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4.Source
of Funds (See Instructions) Not
applicable
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6.Citizenship
or Place of Organization United States
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Number
of Shares Beneficially Owned by Each Reporting Person
With
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7.Sole
Voting Power 36,950
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8.Shared
Voting Power 449,527
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9.Sole
Dispositive Power 36,950
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10.Shared
Dispositive Power 449,527
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11.Aggregate
Amount Beneficially Owned by Each Reporting
Person 486,477
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13.Percent
of Class Represented by Amount in Row (11) 0.82%
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14.Type
of Reporting Person (See Instructions)
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IN
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CUSIP
No.
579489-10-5
Schedule 13D/A
William
K. Coblentz hereby amends his statement on Schedule 13D, as originally filed
with the Securities and Exchange Commission (the “Commission”) on February 1,
1990 and as amended, relating to his beneficial ownership of the Class A Common
Stock, $.01 par value per share (the “Class A Common Stock”), of The McClatchy
Company (the “Company”).
Item
1. Security and Issuer
No
amendment.
Item
2. Identity and Background
No
amendment.
Item
3. Source and Amount of Funds or Other Consideration
No
amendment.
Item
4. Purpose of Transaction
William
K. Coblentz serves as one of four co-trustees of five separate trusts
established for the benefit of McClatchy family members. On January 3, 2004, the
beneficiary of one of the five trusts for the benefit of McClatchy family
members died and on March 1, 2004, the shares of Class B Common Stock held by
the trust were distributed in equal shares to the four remaining trusts. Each of
the five trusts contained 2,500,000 shares of Class B Common Stock. As a result
of the distribution from the fifth trust to the four remaining trusts, each of
the four trusts now contains 3,125,000 shares of Class B Common Stock. Subject
to the terms of the Stockholders' Agreement dated as of September 17, 1987,
described in Item 6 below, each holder of Class B Common Stock has the right to
convert Class B Common Stock into Class A Common Stock on a one-for-one
basis. Effective May 20, 2009, Mr. Coblentz retired from the Board of
Directors of the Company and, in connection with his retirement he voluntarily
resigned as a co-trustee of each of the four trusts and a successor co-trustee
was named. Therefore, beneficial ownership of the shares of Common Stock of the
Company owned by the trusts is no longer attributable to Mr.
Coblentz.
Item
5. Interest in Securities of the Issuer
(a) The
aggregate number of shares of Class A Common Stock of the Company beneficially
owned by William K. Coblentz is 486,477 which include 36,950 shares of Class A
Common Stock (including stock options) and 449,527 shares of Class B Common
Stock. The percentage of Class A Common Stock beneficially owned by
William K. Coblentz is approximately 0.82%, based on a total of 58,594,096
shares of Class A Common Stock issued and outstanding as of May 5, 2009, as
contained in the most recently available filing with the Securities and Exchange
Commission by the Company.
(b) The
number of shares of Common Stock as to which William K. Coblentz
has:
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(i)
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Sole
power to vote or direct the vote: 36,950 shares of Class A Common
Stock;
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(ii)
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Shared
power to vote or direct the vote: 449,527 shares of Class B Common
Stock;
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(iii)
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Sole
power to dispose or direct the disposition of: 36,950 shares of Class A
Common Stock;
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(iv)
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Shared power to dispose or direct
the disposition of: 449,527 shares of Class B Common
Stock.
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CUSIP
No.
579489-10-5
Schedule 13D/A
Of the
486,477 shares noted above, (1) 16,250 shares are subject to stock options which
are currently exercisable or exercisable within 60 days and (2) 449,527 shares
of Class B Common Stock are held in a trust over which William K. Coblentz and
William Ellery McClatchy share joint voting and investment control as
co-trustees of a trust established under the will of Charles K.
McClatchy. The filing of this Schedule 13D/A shall not be construed as an
admission that William K. Coblentz is, for the purposes of Section 13(d) or
13(g) of the Securities Exchange Act of 1934, the beneficial owner of any of
these shares.
The
following information applies to those persons with whom the power to vote,
direct the vote, dispose of or direct the disposition of is shared:
A. Name:
William Ellery McClatchy
B. Residence
or business address: The McClatchy Company, 2100 Q Street, Sacramento,
California 95816.
C. Present
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment is conducted:
Retired.
D. During
the last five years, William Ellery McClatchy has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
E. During
the last five years, William Ellery McClatchy has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
resulting in 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. Citizenship:
United States.
(c) None.
(d) Only
those persons identified in Item 5(b) above.
(e) As
a result of his resignation as co-trustee of four separate trusts established
for the benefit of McClatchy family members, on May 20, 2009, William K.
Coblentz ceased to be a beneficial owner of more than five percent of the Common
Stock of the Company.
Item
6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
No
Amendment.
Item
7. Material to be Filed as Exhibits
The
Stockholders’ Agreement dated as of September 17, 1987, which was filed as
Exhibit 10.12 to Amendment No. 1 to the Registration Statement on Form S-1 filed
by McClatchy Newspapers, Inc. on January 26, 1988 (Registration No. 3-17270), is
incorporated herein by reference.
CUSIP
No.
579489-10-5
Schedule
13D/A
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.
Date: May
22,
2009 /s/ William K. Coblent
William
K. Coblentz