Sec Form 13D Filing - MNG Enterprises Inc. filing for LEE ENTERPRISES Inc (LEE) - 2022-04-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 7)¹

Lee Enterprises, Incorporated

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

523768909

(CUSIP Number)

MARSHALL ANSTANDIG

MNG ENTERPRISES, INC.

5990 Washington St.

Denver, Colorado 80216

(408) 920-5999

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

April 22 2022

(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 ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

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).

The following constitutes Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”). This Amendment No. 7 amends and supplements the Schedule 13D filed by the undersigned (as amended, the “Schedule 13D”) on January 29, 2020, with the Securities and Exchange Commission (the “SEC”), as amended by Amendment No. 1 filed on June 10, 2020, and as further amended by Amendment No. 2 filed on November 23, 2021, Amendment No. 3 filed on November 29, 2021, Amendment No. 4 filed on December 16, 2021, Amendment No. 5 filed on January 31, 2022, and Amendment No. 6 filed on February 17, 2022, as specifically set forth herein.

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 4 of Schedule 13D is amended and restated in its entirety, and replaced with the following:

The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the outcome of any discussions referenced in the Schedule 13D, as amended, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of the Issuer’s securities, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to the investment in the Issuer as they deem appropriate. These actions may include: (i) disposing of any or all of their Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer (collectively, “Securities”) in the open market or otherwise; (ii) acquiring additional Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

Except as set forth herein, the Reporting Persons do not have present plans or proposals at this time that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Items 5(a)-(c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is as of 9:00 a.m. on April 26, 2022, and is based upon 5,956,990 Shares outstanding, which is the total number of Shares outstanding as of January 31, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 4, 2022.

A. MNG

(a) MNG, as the sole member of MNG Holdings, may be deemed the beneficial owner of the 278,305 Shares owned by Opportunities.

Percentage: Approximately 4.7%

(b) 1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 278,305

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 278,305

(c) MNG has not entered into any transactions in the Shares since the filing of Amendment No. 6 to the Schedule 13D. The transaction in the Shares on behalf of Opportunities since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.

B. MNG Holdings

(a) MNG Holdings, as the managing member of Opportunities, may be deemed the beneficial owner of the 278,305 Shares owned by Opportunities.

Percentage: Approximately 4.7%

(b) 1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 278,305

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 278,305

(c) MNG Holdings has not entered into any transactions in the Shares since the filing of Amendment No. 6 to the Schedule 13D. The transaction in the Shares by Opportunities since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.

C. Opportunities

(a) As of the time of this filing, Opportunities beneficially owned 278,305 Shares.

Percentage: Approximately 4.7%

(b) 1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 278,305

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 278,305

(c) The transaction in the Shares by Opportunities since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.

D. Alden

(a) Alden, as the investment manager of funds that collectively hold a majority voting interest in MNG, may be deemed the beneficial owner of the 278,305 Shares owned by Opportunities.

Percentage: Approximately 4.7%

(b) 1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 278,305

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 278,305

(c) Alden has not entered into any transactions in the Shares since the filing of Amendment No. 6 to the Schedule 13D. The transaction in the Shares on behalf of Opportunities since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.

E. Mr. Freeman

(a) Mr. Freeman, as the President of Alden, may be deemed the beneficial owner of the 278,305 Shares owned by Opportunities.

Percentage: Approximately 4.7%

(b) 1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 278,305

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 278,305

(c) Mr. Freeman has not entered into any transactions in the Shares since the filing of Amendment No. 6 to the Schedule 13D. The transaction in the Shares on behalf of Opportunities since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.

The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

(d) None.

(e) As of April 25, 2022, the Reporting Persons ceased to be beneficial owners of more than five percent of the Common Stock of the Issuer.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of Issuer.

Item 6 of Schedule 13D is amended and restated in its entirety, and replaced with the following:

On January 29, 2020, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

SIGNATURES

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

Dated: April 26, 2022

SCHEDULE B

Transaction in the Shares Since the Filing of Amendment No. 6