Form SC 13D - General Statement of Acquisition of Beneficial Ownership

 

 

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)

 

 

Lee Enterprises, Incorporated

(Name of Issuer)

Common Stock - $.01 Par Value Per Share

(Title of Class of Securities)

523768406

(CUSIP Number)

John McCarron

568 Lincoln Ave.

Winnetka, IL 60093

586-219-5266

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

October 15, 2024

(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 ☐.

 

 

 

 

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CUSIP No. 523768406		13D

 

(1)		NAMES OF REPORTING PERSONS    Jerrilyn M. Hoffmann Revocable Trust dated May 30, 2001
(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)    PF
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION    Florida

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				(7)		SOLE VOTING POWER    None
				(8)		SHARED VOTING POWER    323,042
				(9)		SOLE DISPOSITIVE POWER    None
				(10)		SHARED DISPOSITIVE POWER    323,042

(11)		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    323,042 shares
(12)		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ☐
(13)		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    5.22%
(14)		TYPE OF REPORTING PERSON (see instructions)    OO

 

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CUSIP No. 523768406		13D

 

(1)		NAMES OF REPORTING PERSONS    Jerrilyn M. Hoffmann
(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)    PF
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION    USA

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				(7)		SOLE VOTING POWER    None
				(8)		SHARED VOTING POWER    323,042
				(9)		SOLE DISPOSITIVE POWER    None
				(10)		SHARED DISPOSITIVE POWER    323,042

(11)		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    323,042 shares
(12)		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ☐
(13)		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    5.22%
(14)		TYPE OF REPORTING PERSON (see instructions)    IN

 

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Item 1.

Security and Issuer.

The securities to which this statement on Schedule 13D (this “Statement”) relates are the Common Stock - $.01 Par Value (the “Common Stock”), of Lee Enterprises, Incorporated, a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 4600 E. 53^rd Street, Davenport, Iowa 52807.

 

Item 2.

Identity and Background.

 

(a)

Name

This Statement is filed by:

 

(i)

The Jerrilyn M. Hoffmann Revocable Trust dated May 30, 2001(the “Trust”);

 

(ii)

Jerrilyn M. Hoffmann.

The Trust and Jerrilyn M. Hoffmann are referred to collectively as the “Reporting Persons.” Ms. Hoffmann is the sole trustee of the Trust.

 

(b)

Residence or Business Address

The business address of each Reporting Person is 568 Lincoln Ave., Winnetka, IL 60093.

 

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(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

The Trust is an estate planning vehicle that makes and holds investments.

Ms. Hoffmann is principally engaged as a private investor.

 

(d)

Criminal Convictions

Ms. Hoffmann has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five years.

 

(e)

Civil Proceedings

During the past five years, Ms. Hoffmann has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding he was not or is not subject to 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

The Trust is formed under the laws of Florida. Ms. Hoffmann is a citizen of the United States of America.

 

Item 3.

Source and Amount of Funds or Other Consideration.

All of the shares of the outstanding Common Stock to which this Statement relates were purchased by the Trust using personal funds. The aggregate purchase price of the 323,042 shares of Common Stock acquired was approximately $4,092,361.

 

Item 4.

Purpose of Transaction.

The Reporting Persons purchased the shares of Common Stock for investment purposes, and such purchases have been made in the ordinary course of business of the Reporting Persons.

In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose, or otherwise deal in the Common Stock at times, and in such manner, as they deem advisable to benefit from, among other things, (1) changes in the market prices of the shares of Common Stock; (2) changes in the Issuer’s operations, business strategy, or prospects; or (3) from the sale or merger of the Issuer. To evaluate such alternatives, the Reporting Persons will closely monitor the Issuer’s operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as other economic, securities markets, and investment considerations. Consistent with their investment research methods and evaluation criteria, the Reporting Persons have in the past discussed, and may in the future discuss, such matters with the management or Board of Directors of the Issuer (the “Board”), other stockholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit, and other investors. Such evaluations and discussions may materially affect, and result in, among other things, the Reporting Persons (1) modifying their ownership of the Common Stock; (2) exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements; (3) proposing changes in the Issuer’s operations, governance, or capitalization; (4) initiating or pursuing a transaction that would result in the Reporting Persons’ acquisition of all or a controlling interest in the Issuer; or (5) pursuing one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

 

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In addition to the information disclosed in this Statement, the Reporting Persons reserve the right to (1) formulate other plans and proposals; (2) take any actions with respect to their investment in the Issuer, including any or all of the actions set forth in subsections (a) through (j) of Item 4 of Schedule 13D; and (3) acquire additional shares of Common Stock or dispose of some or all of the shares of Common Stock beneficially owned by them, in each case in the open market, through privately negotiated transactions, or otherwise.

The Reporting Persons may express an interest to the Issuer in obtaining governance rights commensurate with the Reporting Person’s ownership; there is currently no agreement, express or implied, with respect to the foregoing. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.

 

Item 5.

Interest in Securities of the Issuer.

 

(a)

and (b) The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement are incorporated herein by reference. As of 4:00 p.m., Eastern time, on October 16, 2024, the Reporting Persons beneficially owned 323,042 shares of Common Stock, representing approximately 5.22% of the outstanding shares of Common Stock. The percentage in this paragraph relating to beneficial ownership of Common Stock is based on 6,190,554 shares of Common Stock outstanding as of July 31, 2024, as reported in the Form 10-Q for the fiscal quarter ended June 23, 2024, of the Issuer.

 

(c)

Except as set forth in Schedule A, none of the Reporting Persons has effected any transactions in the Common Stock in the 60 days prior to the date of this Statement.

 

(d)

No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement.

 

(e)

Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Other than as described in this Statement, to the knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other persons with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

Item 7.

Material to be Filed as Exhibits.

None.

Signature Page to Follow.

 

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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: October 17, 2024				JERRILYN M. HOFFMANN REVOCABLE TRUST
				DATED MAY 30, 2001
				By:		/s/ Jerrilyn M. Hoffmann
						Name: Jerrilyn M. Hoffmann
						Its: Trustee
Dated: October 17, 2024				JERRILYN M. HOFFMANN
				By:		/s/ Jerrilyn M. Hoffmann
						Name: Jerrilyn M. Hoffmann

 

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Schedule A

Transactions by the Reporting Persons in the Past 60 Days

The following table sets forth all unreported transactions with respect to the Common Stock effected in the last 60 days by or on behalf of the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., Eastern time, on October 16, 2024. Unless otherwise indicated, all such transactions were effected in the open market. All transactions were made by the Jerrilyn M. Hoffmann Revocable Trust dated May 30, 2001.

 

Securities Purchased		Price per Share		Transaction Date
1515		8.68		9/30/2024
5		14.65		9/30/2024
500		8.67		9/30/2024
55705		8.70		10/1/2024
35		8.70		10/1/2024
500		8.76		10/1/2024
500		8.70		10/1/2024
300		9.42		10/8/2024
6322		9.59		10/8/2024
2180		9.58		10/8/2024
1100		9.34		10/8/2024
367		9.24		10/8/2024
713		9.25		10/8/2024
3642		9.51		10/8/2024
700		9.23		10/8/2024
100		9.39		10/8/2024
200		9.41		10/8/2024
1400		9.43		10/8/2024
100		9.42		10/8/2024
1200		9.43		10/8/2024
1700		9.31		10/8/2024
4300		9.32		10/8/2024
700		9.51		10/8/2024
820		9.20		10/8/2024
2000		9.20		10/8/2024
1000		9.18		10/8/2024
80662		13.16		10/9/2024
53255		13.33		10/10/2024
6417		15.44		10/11/2024
12132		15.83		10/11/2024
500		15.06		10/14/2024
700		15.10		10/15/2024
12308		15.31		10/15/2024
59707		14.99		10/15/2024
1719		15.20		10/15/2024
5001		15.84		10/15/2024
500		14.99		10/16/2024
500		15.00		10/16/2024
37		14.50		10/16/2024
500		15.00		10/16/2024
500		15.00		10/16/2024
1000		14.13		10/16/2024

 

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JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock - $.01 Par Value, of Lee Enterprises, Incorporated, a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

 

Dated: October 17, 2024				JERRILYN M. HOFFMANN REVOCABLE TRUST
				DATED MAY 30, 2001
				By:		/s/ Jerrilyn M. Hoffmann
						Name: Jerrilyn M. Hoffmann
						Its: Trustee
Dated: October 17, 2024				JERRILYN M. HOFFMANN
				By:		/s/ Jerrilyn M. Hoffmann
						Name: Jerrilyn M. Hoffmann

 

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