SEC Form 4 · accession 0001209191-15-005497
USA TODAY Co., Inc. · TDAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Wesley R Edens
Director
Period of report
Jan 20, 2015
Accepted (ET)
Jan 21, 2015 · 5:11 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001579684
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per share | Jan 20, 2015 | A | 47,200 | $21.70 | A | 47,200 | I | WRE 2012 Trust LLC |
| Common Stock, par value $0.01 per share | holding | — | — | — | 300,246 | D | ||
| Common Stock, par value $0.01 per shareF2 | holding | — | — | — | 74,872 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock option (right to buy)F4,F3 | $21.70 | Jan 20, 2015 | A | 700,000 | A | — | Jan 20, 2025 | Common Stock, par value $0.01 per share | 700,000 | 700,000 | I |
Explanation of responses
- F1On January 20, 2015, Mr. Edens purchased 47,200 shares of the Issuer's common stock directly from the Issuer in connection with a public offering of common stock by the Issuer.
- F2These shares are owned by Fortress Operating Entity I ("FOE I"). FIG Corp. is the general partner of FOE I and is a wholly-owned subsidiary of Fortress Investment Group LLC. Mr. Edens is a principal and co-chairman of the board of directors of, and owns approximately 14% of, Fortress Investment Group LLC. By virtue of his relationship to Fortress Investment Group LLC and certain of its affiliates, Mr. Edens may be deemed to have a pecuniary interest in shares beneficially owned by FOE I. Mr. Edens disclaims beneficial ownership of such shares of the Issuer held by FOE I except to the extent of his pecuniary interest therein.
- F3Options were fully vested on date of initial grant from the Issuer to FOE I and become exercisable in thirty equal monthly installments beginning on the first of each month following the month in which the options were granted.
- F4These options were granted to FOE I. FIG Corp. is the general partner of FOE I and is a wholly-owned subsidiary of Fortress Investment Group LLC. Mr. Edens is a principal and co-chairman of the board of directors of, and owns approximately 14% of, Fortress Investment Group LLC. By virtue of his relationship to Fortress Investment Group LLC and certain of its affiliates, Mr. Edens may be deemed to have a pecuniary interest in shares beneficially owned by FOE I. Mr. Edens disclaims beneficial ownership of any securities (and the underlying shares of common stock, if applicable) of the Issuer held by FOE I except to the extent of his pecuniary interest therein.