SEC Form 4 · accession 0001209191-15-067377
USA TODAY Co., Inc. · TDAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Wesley R Edens
Director
Period of report
Aug 19, 2015
Accepted (ET)
Aug 21, 2015 · 4:52 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001579684
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF1 | $46.35 | Aug 19, 2015 | S | 11,849 | D | Nov 26, 2013 | Nov 26, 2023 | Common Stock | 11,849 | 0 | I |
| WarrantsF1 | $46.35 | Aug 19, 2015 | S | 4,004 | D | Nov 26, 2013 | Nov 26, 2023 | Common Stock | 4,004 | 0 | I |
| WarrantsF2 | $46.35 | holding | — | — | — | Nov 26, 2013 | Nov 26, 2023 | Common Stock | 5,279 | 5,279 | I |
| WarrantsF2 | $46.35 | holding | — | — | — | Nov 26, 2013 | Nov 26, 2023 | Common Stock | 587 | 587 | I |
| WarrantsF3,F4 | $46.35 | holding | — | — | — | Nov 26, 2013 | Nov 26, 2023 | Common Stock | 517,293 | 517,293 | I |
Explanation of responses
- F1These securities were sold by Fortress Partners Securities LLC or Fortress Partners Offshore Securities LLC, as applicable. Mr. Edens does not personally own these securities or have any voting or investment power over these securities. However, Mr. Edens may be deemed to be the beneficial owner of these securities by virtue of his relationship with Fortress Partners Securities LLC or Fortress Partners Offshore Securities LLC, as applicable. Mr. Edens disclaims beneficial ownership of these securities to the extent of his pecuniary interest therein. These securities were inadvertently omitted from the Form 3 filed on 1/30/2014 by Mr. Edens.
- F2These securities are held by by Drawbridge DSO Securities LLC or Drawbridge OSO Securities LLC, as applicable. Mr. Edens does not personally own these securities or have any voting or investment power over these securities. However, Mr. Edens may be deemed to be the beneficial owner of these securities by virtue of his relationship with Drawbridge DSO Securities LLC or Drawbridge OSO Securities LLC, as applicable. Mr. Edens disclaims beneficial ownership of these securities to the extent of his pecuniary interest therein. These securities were inadvertently omitted from the Form 3 filed on 1/30/2014 by Mr. Edens.
- F3By 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 securities beneficially owned by FIF III Liberty Holdings LLC . Mr. Edens disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. (Footnote continued in Footnote 4.)
- F4Fortress Investment Fund III LP, Fortress Investment Fund III (Fund B) LP, Fortress Investment Fund III (Fund C) LP, Fortress Investment Fund III (Fund D) LP, Fortress Investment Fund III (Fund E) LP, Fortress Investment Fund III (Coinvestment Fund A) LP, Fortress Investment Fund III (Coinvestment Fund B) LP, Fortress Investment Fund III (Coinvestment Fund C) LP and Fortress Investment Fund III (Coinvestment Fund D) LP (collectively, the "Fund III Funds") are the members of FIF III Liberty Holdings LLC. Fortress Fund III GP LLC is the general partner of each of the Fund III Funds and its sole managing member is Fortress Investment Fund GP (Holdings) LLC. The sole managing member of Fortress Investment Fund GP (Holdings) LLC is FOE II. FIG Corp. is the general partner of FOE II, and FIG Corp. is wholly-owned by Fortress Investment Group LLC.