4//SEC Filing
GALLOWAY SCOTT 4
Accession 0000950142-08-001494
CIK 0000071691other
Filed
Aug 26, 8:00 PM ET
Accepted
Aug 27, 7:06 PM ET
Size
30.3 KB
Accession
0000950142-08-001494
Insider Transaction Report
Form 4
HARBERT MANAGEMENT CORP
10% OwnerOther
Transactions
- Other
Equity Swap
2008-08-25$12.90/sh+1$13→ 1 total(indirect: See Notes)→ Class A Common Stock (42,000 underlying)
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC
10% OwnerOther
Transactions
- Other
Equity Swap
2008-08-25$12.90/sh+1$13→ 1 total(indirect: See Notes)→ Class A Common Stock (42,000 underlying)
FIREBRAND INVESTMENTS, LLC
10% OwnerOther
Transactions
- Other
Equity Swap
2008-08-25$12.90/sh+1$13→ 1 total(indirect: See Notes)→ Class A Common Stock (42,000 underlying)
HMC - NEW YORK, INC.
10% OwnerOther
Transactions
- Other
Equity Swap
2008-08-25$12.90/sh+1$13→ 1 total(indirect: See Notes)→ Class A Common Stock (42,000 underlying)
HARBERT RAYMOND J
10% OwnerOther
Transactions
- Other
Equity Swap
2008-08-25$12.90/sh+1$13→ 1 total(indirect: See Notes)→ Class A Common Stock (42,000 underlying)
GALLOWAY SCOTT
Director
Transactions
- Other
Equity Swap
2008-08-25$12.90/sh+1$13→ 1 total(indirect: See Notes)→ Class A Common Stock (42,000 underlying)
HARBINGER CAPITAL PARTNERS OFFSHORE MANAGER, L.L.C.
10% OwnerOther
Transactions
- Other
Equity Swap
2008-08-25$12.90/sh+1$13→ 1 total(indirect: See Notes)→ Class A Common Stock (42,000 underlying)
HMC INVESTORS, L.L.C.
10% OwnerOther
Transactions
- Other
Equity Swap
2008-08-25$12.90/sh+1$13→ 1 total(indirect: See Notes)→ Class A Common Stock (42,000 underlying)
FALCONE PHILIP
10% OwnerOther
Transactions
- Other
Equity Swap
2008-08-25$12.90/sh+1$13→ 1 total(indirect: See Notes)→ Class A Common Stock (42,000 underlying)
LUCE MICHAEL D
10% OwnerOther
Transactions
- Other
Equity Swap
2008-08-25$12.90/sh+1$13→ 1 total(indirect: See Notes)→ Class A Common Stock (42,000 underlying)
Footnotes (7)
- [F1]IMPORTANT NOTE: THE SECURITIES SET FORTH IN THIS REPORT ARE DIRECTLY BENEFICIALLY OWNED BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD., HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. AND/OR HARBINGER CAPITAL PARTNERS NY, LLC (COLLECTIVELY, THE "FUNDS"). ALL OTHER REPORTING PERSONS ARE INCLUDED WITHIN THIS REPORT DUE TO THEIR AFFILIATION WITH ONE OR MORE OF THE FUNDS.
- [F2]Harbinger Capital Partners Offshore Manager, L.L.C., or Harbinger Management, is the investment manager of the Master Fund. HMC Investors, L.L.C., or HMC Investors, is the managing member of Harbinger Management. Philip Falcone is a member of HMC Investors and the portfolio manager of the Master Fund. Raymond J. Harbert and Michael D. Luce are members of HMC Investors. Each of Harbinger Management, HMC Investors and Messrs. Falcone, Harbert and Luce may be deemed to beneficially own the securities owned directly or indirectly by the Master Fund. Such persons disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- [F3]Harbinger Capital Partners Special Situations GP, LLC, or HCPSS, is the general partner of the Special Situations Fund, HMC-New York, Inc., or HMCNY, is the managing member of HCPSS. Harbert Management Corporation, or HMC, is the parent of HMCNY. Philip Falcone is a shareholder of HMC and the portfolio manager of the Special Situations Fund. Raymond J. Harbert and Michael D. Luce are shareholders of HMC. Each of HCPSS, HMCNY, HMC, and Messrs. Falcone, Harbert and Luce may be deemed to beneficially own the securities owned directly or indirectly by the Special Situations Fund. Such persons disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- [F4]The Master Fund, the Special Situations Fund and Firebrand Investments, LLC, or Firebrand Investments, are members of the LLC. Scott Galloway is the managing member of Firebrand Investments. The Master Fund has sole investment control over the securities directly owned by the LLC that were contributed to the LLC by the Master Fund or purchased using capital contributions of the Master Fund to the LLC. The Special Situations Fund has sole investment control over the securities directly owned by the LLC that were contributed to the LLC by the Special Situations Fund or purchased using capital contributions of the Special Situations Fund to the LLC. Firebrand Investments has sole investment control over the securities directly owned by the LLC that were contributed to the LLC by Firebrand Investments (or certain related investors) or purchased using capital contributions of Firebrand Investments (or certain related investors) to the LLC.
- [F5]Under the terms of the operating agreement of the LLC, Firebrand Investments has an interest in the net profits from investments in the Issuer that are made by the Master Fund and the Special Situations Fund, including direct investments and indirect investments through the LLC. Mr. Galloway may be deemed to indirectly beneficially own securities that are beneficially owned by Firebrand Investments. Firebrand Investments and Mr. Galloway disclaim beneficial ownership of the securities beneficially owned by the LLC, the Master Fund and the Special Situations Fund, except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- [F6]On Aug. 25, 2008, the Master Fund entered into an equity swap transaction with a counterparty effective on Aug. 25, 2008, under which the counterparty agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay the counterparty an amount equal to any decrease, in the official market price of 42,000 notional shares above or below an initial reference price of US$12.9047 per share upon close-out of any transaction. The equity swap transaction does not contemplate interim payments of appreciation or depreciation of the shares, and the Master Fund is not entitled to any dividends on the shares or equivalent thereof. All balances will be cash settled, and neither party shall acquire any ownership interest, voting or similar rights, or dispositive power over any share under the equity swap transaction. The equity swap transaction may be closed out by the Master Fund at any time.
- [F7]On Aug. 25, 2008, the Special Situations Fund entered into an equity swap transaction with a counterparty effective on Aug. 25, 2008, under which the counterparty agreed to pay the Special Situations Fund an amount equal to any increase, and the Special Situations Fund agreed to pay the counterparty an amount equal to any decrease, in the official market price of 28,000 notional shares above or below an initial reference price of US$12.9047 per share upon close-out of any transaction. The equity swap transaction does not contemplate interim payments of appreciation or depreciation of the shares, and the Special Situations Fund is not entitled to any dividends on the shares or equivalent thereof. All balances will be cash settled, and neither party shall acquire any ownership interest, voting or similar rights, or dispositive power over any share under the equity swap transaction. The equity swap transaction may be closed out by the Special Situations Fund at any time.
Documents
Issuer
NEW YORK TIMES CO
CIK 0000071691
Entity typeother
Related Parties
1- filerCIK 0001261993
Filing Metadata
- Form type
- 4
- Filed
- Aug 26, 8:00 PM ET
- Accepted
- Aug 27, 7:06 PM ET
- Size
- 30.3 KB