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.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
DallasNews Corp (Name of Issuer) |
Series A Common Stock, $0.01 par value (Title of Class of Securities) |
235050101 (CUSIP Number) |
Guy Gilmore MNG Enterprises, Inc., 5990 Washington Street Denver, CO, 80216 (303) 954-6450 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/31/2025 (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.
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
|
| CUSIP No. | 235050101 |
| 1 |
Name of reporting person
Strategic Investment Opportunities LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
470,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage of Series A Common Stock (as defined herein) reported as beneficially owned by the Reporting Person is based on 4,739,025 shares of Series A Common Stock outstanding as of July 8, 2025, as reported in Exhibit 2.1 to the Form 8-K filed by the Issuer on July 10, 2025.
SCHEDULE 13D
|
| CUSIP No. | 235050101 |
| 1 |
Name of reporting person
MNG Enterprises, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Ins
tructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
470,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
Comment for Type of Reporting Person:
The percentage of Series A Common Stock reported as beneficially owned by the Reporting Person is based on 4,739,025 shares of Series A Common Stock outstanding as of July 8, 2025, as reported in Exhibit 2.1 to the Form 8-K filed by the Issuer on July 10, 2025.
SCHEDULE 13D
|
| CUSIP No. | 235050101 |
| 1 |
Name of reporting person
MNG Investment Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
470,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage of Series A Common Stock reported as beneficially owned by the Reporting Person is based on 4,739,025 shares of Series A Common Stock outstanding as of July 8, 2025, as reported in Exhibit 2.1 to the Form 8-K filed by the Issuer on July 10, 2025.
SCHEDULE 13D
|
| CUSIP No. | 235050101 |
| 1 |
Name of reporting person
Freeman Heath | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
470,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
The percentage of Series A Common Stock reported as beneficially owned by the Reporting Person is based on 4,739,025 shares of Series A Common Stock outstanding as of July 8, 2025, as reported in Exhibit 2.1 to the Form 8-K filed by the Issuer on July 10, 2025.
SCHEDULE 13D
|
| CUSIP No. | 235050101 |
| 1 |
Name of reporting person
Alden Global Capital LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
470,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
Comment for Type of Reporting Person:
The percentage of Series A Common Stock reported as beneficially owned by the Reporting Person is based on 4,739,025 shares of Series A Common Stock outstanding as of July 8, 2025, as reported in Exhibit 2.1 to the Form 8-K filed by the Issuer on July 10, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Series A Common Stock, $0.01 par value | |
| (b) | Name of Issuer:
DallasNews Corp | |
| (c) | Address of Issuer's Principal Executive Offices:
P.O. Box 224866, Dallas,
TEXAS
, 75222-4866. | |
Item 1 Comment:
Pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, this Amendment No. 1 to the Schedule 13D ("Amendment No. 1") amends certain items of the Schedule 13D filed with the Securities and Exchange Commission on July 22, 2025 (the "Original Schedule 13D" and, together with this Amendment No. 1, the "Schedule 13D"), relating to the Series A Common Stock, par value $0.01 per share (the "Series A Common Stock"), of DallasNews Corporation (the "Issuer"). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: In response to the Board's rejection of MNG's all-cash Proposal to acquire all of the issued and outstanding shares of the Issuer's Common Stock for $16.50 per share, MNG delivered a letter (the "Second Letter") to the Board on July 31, 2025, affirming its commitment to the Proposal and expressing its desire to work collaboratively and cooperatively with the Board regarding the Proposal. The Reporting Persons may take further actions with respect to their investment if the Issuer and the Board continue to refuse to engage with the Reporting Persons or discuss the Proposal, including, without limitation, to engage in communications or discussions regarding the Proposal with other current or future shareholders of the Issuer. The foregoing description of the Second Letter is qualified in its entirety by reference to the full text of the Second Letter, a copy of which is included as Exhibit 5 to this Schedule 13D and is incorporated by reference in its entirety. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit Description Exhibit 5: Second Letter to the Board, dated July 31, 2025 | ||
| 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.
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