Form SC 13G - Statement of acquisition of beneficial ownership by individuals
28 Agosto 2023 - 12:20PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Under the Securities
Exchange Act of 1934
(Amendment No. )*
DallasNews
Corp |
(Name
of Issuer) |
Series
A Common Stock, $0.01 par value |
(Title
of Class of Securities) |
August
16, 2023 |
(Date
of Event Which Requires Filing of this Statement) |
Check the appropriate
box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
__________
*The
remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The
information required in 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)
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1. |
NAME OF REPORTING PERSONS |
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I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY) |
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10,000 Days Capital Management LLC
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) |
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(a) [_] |
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(b) [_] |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH |
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5. |
SOLE VOTING POWER |
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0 |
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6. |
SHARED VOTING POWER |
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|
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262,136 |
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7. |
SOLE DISPOSITIVE POWER |
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0 |
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8. |
SHARED DISPOSITIVE POWER |
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262,136 |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
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262,136 |
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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[_] |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) |
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5.53% |
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12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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1. |
NAME OF REPORTING PERSONS |
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I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY) |
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|
10K Days LLC |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) |
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(a) [_] |
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(b) [_] |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH |
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5. |
SOLE VOTING POWER |
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0 |
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6. |
SHARED VOTING POWER |
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|
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262,136 |
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7. |
SOLE DISPOSITIVE POWER |
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0 |
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8. |
SHARED DISPOSITIVE POWER |
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|
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262,136 |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
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262,136 |
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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[_] |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) |
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5.53% |
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12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
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1. |
NAME OF REPORTING PERSONS |
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I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY) |
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Cody Willard |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) |
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(a) [_] |
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(b) [_] |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States |
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH |
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5. |
SOLE VOTING POWER |
|
|
|
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|
0 |
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|
|
|
6. |
SHARED VOTING POWER |
|
|
|
|
|
262,136 |
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|
|
|
7. |
SOLE DISPOSITIVE POWER |
|
|
|
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0 |
|
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|
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8. |
SHARED DISPOSITIVE POWER |
|
|
|
|
|
262,136 |
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|
|
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
|
|
|
|
262,136 |
|
|
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
[_] |
|
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) |
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5.53% |
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12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN, HC |
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1. |
NAME OF REPORTING PERSONS |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY) |
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|
10,000 Days Fund LP |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) |
|
|
(a) [_] |
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(b) [_] |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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|
Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH |
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|
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5. |
SOLE VOTING POWER |
|
|
|
|
|
0 |
|
|
|
|
6. |
SHARED VOTING POWER |
|
|
|
|
|
262,136 |
|
|
|
|
7. |
SOLE DISPOSITIVE POWER
|
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|
0 |
|
|
|
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8. |
SHARED DISPOSITIVE POWER |
|
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|
|
|
262,136 |
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|
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
|
|
|
|
262,136 |
|
|
|
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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|
|
[_] |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) |
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5.53% |
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12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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PN |
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Item 1. |
(a). |
Name of Issuer: |
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DallasNews Corp |
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(b). |
Address of issuer's principal executive offices: |
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1954 Commerce Street
Dallas, TX 75201 |
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Item 2. |
(a). |
Name of person filing: |
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10,000 Days Capital Management LLC
10K Days LLC
Cody Willard
10,000 Days Fund LP |
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(b). |
Address of principal business office, or if none,
residence: |
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10,000 Days Capital Management LLC
555 Fifth Avenue, Ninth Floor, Suite
900
New York, NY 10017
10K Days LLC
555 Fifth Avenue, Ninth Floor, Suite
900
New York, NY 10017
Cody Willard
c/o 10,000 Days Capital Management LLC
555 Fifth Avenue, Ninth Floor, Suite
900
New York, NY 10017
10,000 Days Fund LP
555 Fifth Avenue, Ninth Floor, Suite
900
New York, NY 10017 |
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(c). |
Citizenship: |
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10,000 Days Capital Management LLC –
Delaware
10K Days LLC – Delaware
Cody Willard – United States
10,000 Days Fund LP – Delaware |
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(d). |
Title of class of securities: |
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Series A Common
Stock, $0.01 par value |
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(e). |
CUSIP No.: |
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235050101 |
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Item 3. |
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If
this Statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a |
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(a) |
[_] |
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78c). |
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(b) |
[_] |
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
[_] |
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
[_] |
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
[_] |
An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
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(f) |
[_] |
An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
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(g) |
[_] |
A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
[_] |
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); |
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(i) |
[_] |
A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3); |
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(j) |
[_] |
A
non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
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(k) |
[_] |
Group,
in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: |
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Item 4. |
Ownership. |
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Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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(a) |
Amount beneficially owned: |
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10,000 Days Capital Management LLC:
262,136
10K Days LLC: 262,136
Cody Willard: 262,136
10,000 Days Fund LP: 262,136 |
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(b) |
Percent of class: |
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10,000 Days Capital Management LLC:
5.53%
10K Days LLC: 5.53%
Cody Willard: 5.53%
10,000 Days Fund LP: 5.53% |
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(c) |
Number of shares as to which 10,000
Days Capital Management LLC has: |
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(i) |
Sole power to vote or to direct the
vote |
0 |
, |
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(ii) |
Shared power to vote or to direct the vote |
262,136 |
, |
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(iii) |
Sole power to dispose or to direct the disposition
of |
0 |
, |
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|
|
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|
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(iv) |
Shared power to dispose or to direct the disposition
of |
262,136 |
. |
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Number of shares as to which 10K
Days LLC has: |
|
|
|
|
|
(i) |
Sole power to vote or to direct the
vote |
0 |
, |
|
|
|
|
|
|
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(ii) |
Shared power to vote or to direct the vote |
262,136 |
, |
|
|
|
|
|
|
|
(iii) |
Sole power to dispose or to direct the disposition
of |
0 |
, |
|
|
|
|
|
|
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(iv) |
Shared power to dispose or to direct the disposition
of |
262,136 |
. |
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Number of shares as to which Cody
Willard has: |
|
|
|
|
|
(i) |
Sole power to vote or to direct the
vote |
0 |
, |
|
|
|
|
|
|
|
(ii) |
Shared power to vote or to direct the vote |
262,136 |
, |
|
|
|
|
|
|
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(iii) |
Sole power to dispose or to direct the disposition
of |
0 |
, |
|
|
|
|
|
|
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(iv) |
Shared power to dispose or to direct the disposition
of |
262,136 |
. |
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|
Number of shares as to which 10,000
Days Fund LP has: |
|
|
|
|
|
(i) |
Sole power to vote or to direct the
vote |
0 |
, |
|
|
|
|
|
|
|
(ii) |
Shared power to vote or to direct the vote |
262,136 |
, |
|
|
|
|
|
|
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(iii) |
Sole power to dispose or to direct the disposition
of |
0 |
, |
|
|
|
|
|
|
|
(iv) |
Shared power to dispose or to direct the disposition
of |
262,136 |
. |
|
Instruction: For computations
regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1). |
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Item 5. |
Ownership of Five Percent or Less
of a Class. |
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If this statement is being filed to report the
fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class
of securities, check the following [ ]. |
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N/A |
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Item 6. |
Ownership of More Than Five Percent
on Behalf of Another Person. |
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If any other person is known to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person
should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act
of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. |
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N/A |
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Item 7. |
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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If a parent holding company or control person
has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity
and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. |
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|
See Exhibit
B attached hereto. |
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Item 8. |
Identification and Classification
of Members of the Group. |
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|
If a group has filed this
schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item
3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has
filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group. |
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Item 9. |
Notice of Dissolution
of Group. |
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Notice of dissolution
of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions
in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item
5. |
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Item 10. |
Certification. |
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By signing below I certify that, to the best
of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were
not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under § 240.14a-11. |
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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August
28, 2023 |
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(Date) |
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10,000
DAYS CAPITAL MANAGEMENT LLC * |
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By: |
/s/
Cody Willard |
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Name: |
Cody Willard |
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Title: |
Managing Member |
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10K DAYS LLC * |
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By: |
/s/
Cody Willard |
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Name: |
Cody Willard |
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Title: |
Managing Member |
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CODY WILLARD* |
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/s/
Cody Willard |
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10,000 DAYS
FUND LP
By: 10K Days LLC, its General Partner |
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By: |
/s/ Cody Willard |
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Name: |
Cody Willard |
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Title: |
Managing Member |
*The Reporting Persons
disclaim beneficial ownership over the securities reported herein except to the extent of their pecuniary interest therein.
The original
statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person,
evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that
a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath his signature.
Note. Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other
parties for whom copies are to be sent.
Attention. Intentional
misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
Exhibit
A
AGREEMENT
The undersigned
agree that this Schedule 13G dated August 28, 2023 relating to the Series A Common Stock, $0.01 par value, of DallasNews Corp, shall
be filed on behalf of the undersigned.
|
August
28, 2023 |
|
(Date) |
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|
10,000
DAYS CAPITAL MANAGEMENT LLC |
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|
By: |
/s/
Cody Willard |
|
Name: |
Cody Willard |
|
Title: |
Managing Member |
|
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|
10K DAYS LLC |
|
By: |
/s/
Cody Willard |
|
Name: |
Cody Willard |
|
Title: |
Managing Member |
|
CODY WILLARD |
|
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|
/s/
Cody Willard |
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10,000 DAYS
FUND LP
By: 10K Days LLC, its General Partner |
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By: |
/s/ Cody Willard |
|
Name: |
Cody Willard |
|
Title: |
Managing Member |
Exhibit B
10,000 Days Capital Management LLC is the
relevant entity for which Cody Willard may be considered a control person.
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