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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Saga Communications, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.01 per share (Title of Class of Securities) |
000886136 (CUSIP Number) |
Hoak Public Equities, L.P. 73 KERCHEVAL AVE, GROSSE POINTE FARMS, MI, 48236 214-855-2284 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/20/2024 (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.
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
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| CUSIP No. | 000886136 |
| 1 |
Name of reporting person
Hoak Public Equities, LP | ||||||||
| 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
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
240,109.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.83 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
This calculation is based on 6,261,481 shares of Class A Common Stock of the Issuer outstanding as of November 4, 2024, as disclosed on the Issuer's Form 10-Q filed with the SEC on November 12, 2024. This filing constitutes an exit filing as the Reporting Persons have ceased to be the beneficial owners of more than 5 percent of the referenced class of securities.
SCHEDULE 13D
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| CUSIP No. | 000886136 |
| 1 |
Name of reporting person
Hoak Fund Management, L.P. | ||||||||
| 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
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
240,109.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.83 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
This calculation is based on 6,261,481 shares of Class A Common Stock of the Issuer outstanding as of November 4, 2024, as disclosed on the Issuer's Form 10-Q filed with the SEC on November 12, 2024. This filing constitutes an exit filing as the Reporting Persons have ceased to be the beneficial owners of more than 5 percent of the referenced class of securities.
SCHEDULE 13D
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| CUSIP No. | 000886136 |
| 1 |
Name of reporting person
Hoak & Co. | ||||||||
| 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
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
240,109.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.83 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
This calculation is based on 6,261,481 shares of Class A Common Stock of the Issuer outstanding as of November 4, 2024, as disclosed on the Issuer's Form 10-Q filed with the SEC on November 12, 2024. This filing constitutes an exit filing as the Reporting Persons have ceased to be the beneficial owners of more than 5 percent of the referenced class of securities.
SCHEDULE 13D
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| CUSIP No. | 000886136 |
| 1 |
Name of reporting person
J. Hale Hoak | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
240,109.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.83 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
This calculation is based on 6,261,481 shares of Class A Common Stock of the Issuer outstanding as of November 4, 2024, as disclosed on the Issuer's Form 10-Q filed with the SEC on November 12, 2024. This filing constitutes an exit filing as the Reporting Persons have ceased to be the beneficial owners of more than 5 percent of the referenced class of securities.
SCHEDULE 13D
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| CUSIP No. | 000886136 |
| 1 |
Name of reporting person
James M. Hoak | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
240,109.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.83 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
This calculation is based on 6,261,481 shares of Class A Common Stock of the Issuer outstanding as of November 4, 2024, as disclosed on the Issuer's Form 10-Q filed with the SEC on November 12, 2024. This filing constitutes an exit filing as the Reporting Persons have ceased to be the beneficial owners of more than 5 percent of the referenced class of securities.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Saga Communications, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
73 KERCHEVAL AVE, GROSSE POINTE FARMS,
MICHIGAN
, 48236. | |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D (the "Amendment No. 2") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission ("SEC") on December 12, 2022 (the "Original 13D") and Amendment No. 1 to the statement on Schedule 13D originally filed with the SEC on November 1, 2024 (the "Amendment No. 1" and together with the Original 13D and this Amendment No. 2, the "Schedule 13D"). Unless otherwise indicated, all capitalized terms used but not defined herein shall have the same meaning ascribed to them in the Original 13D. Except as otherwise stated herein, there are no changes to the Schedule 13D.
As set forth below, as a result of the transactions described herein, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the Common Stock of the Issuer. The filing of this Amendment No. 2 represents the final amendment to the Original 13D and constitutes an exit filing for the Reporting Persons. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and restated in its entirety to read as follows:
"The total amount of funds used for the purchase of Common Stock by HPE was $8,577,329.09. All of the shares of Common Stock beneficially owned by HPE were paid for using working capital of HPE. Hoak Management does not directly hold any Common Stock but may be deemed to beneficially own the Common Stock owned by HPE. The other Reporting Persons do not hold shares of Common Stock directly but may be deemed to beneficially own the Common Stock owned by HPE." | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated in its entirety to read as follows:
"As of the date of this Schedule 13D, based upon 6,261,481 shares of Common Stock outstanding (as disclosed on the Issuer's Form 10-Q filed with the SEC on November 12, 2024): (a) HPE directly owns an aggregate of 240,109 shares of Common Stock, representing approximately 3.83% of the outstanding Common Stock; (b) Hoak Management, in its capacity as HPE's general partner, may be deemed to beneficially own an aggregate of 240,109 shares of Common Stock, representing approximately 3.83% of the outstanding Common Stock; and (c) each of Hoak and Co. (in its capacity as the general partner of Hoak Management), James M. Hoak (in his capacity as Hoak & Co.'s controlling shareholder), and J. Hale Hoak (in his capacity as Hoak & Co.'s President) may be deemed to beneficially own an aggregate of 240,109 shares of Common Stock, representing approximately 3.83% of the outstanding Common Stock." | |
| (c) | Item 5(c) is hereby amended and restated in its entirety to read as follows:
"Schedule A hereto sets forth all transactions in the Common Stock by any Reporting Person since the most recent Schedule 13D filed with the SEC on November 1, 2024. Except for the transactions set forth on Schedule A, none of the Reporting Persons effected any transaction since the most recent Schedule 13D filed with the SEC on November 1, 2024." | |
| (e) | Item 5(e) is hereby amended and restated in its entirety to read as follows:
"As a result of the transactions described herein, on December 20, 2024, the Reporting Persons ceased to be the beneficial owner of more than five percent (5%) of the Common Stock of the Issuer based on the number of shares of Common Stock outstanding as reported by the Issuer on November 12, 2024. The filing of this Amendment represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons." | |
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Joint Filing Agreement dated December 23, 2024, by and among Hoak Public Equities, L.P., Hoak Fund Management, L.P., Hoak & Co., James M. Hoak and J. Hale Hoak
Schedule A Transactions - Since Most Recent Schedule 13D Filed November 1, 2024 | ||
| 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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Schedule A
Transactions – Since Most Recent Schedule 13D Filed November 1, 2024
Hoak Public Equities, L.P.
| Date | Transaction | Shares | Price Per Share |
| 11/4/2024 | Sell | (7,712) | $14.00 |
| 12/13/2024 | Sell | (149) | $12.95 |
| 12/20/2024 | Sell | (103,532) | $11.90 |
Exhibit 99.1
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 dated December 12, 2022 (including amendments thereto) with respect to the Common Stock of Saga Communications, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
| Dated: | December 23, 2024 |
Hoak Public Equities, L.P.
By: Hoak Fund Management, L.P., its general partner
By: Hoak & Co., its general partner
By: /s/ J. Hale Hoak J. Hale Hoak President
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Hoak Fund Management, L.P.
By: Hoak & Co., its general partner
By: /s/ J. Hale Hoak J. Hale Hoak President
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Hoak & Co.
By: /s/ J. Hale Hoak J. Hale Hoak President
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James M. Hoak
By: /s/ James M. Hoak James M. Hoak
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J. Hale Hoak
By: /s/ J. Hale Hoak J. Hale Hoak
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