Form SC 13D/A SPANISH BROADCASTING Filed by: Meruelo Alex Living Trust

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 1)

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

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

 

(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. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

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).

 

 

 

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Introduction

 

Item 1.

Security and Issuer.

 

This Amendment No. 1 (“Amendment No. 1) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2016 (the “Original Schedule 13D” and together with Amendment No. 1, the “Schedule 13D”) with respect to the Class A Common Stock, $0.0001 par value (the “Class A Common Stock”) issued by Spanish Broadcasting Systems, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Original Schedule 13D.  This Amendment No. 1 amends Items 2, 3, 5, and 7.

 

Item 2.

Identity and Background.

 

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

This statement is jointly filed by and on behalf of Alex Meruelo Living Trust (“Meruelo Trust”), Meruelo Investment Partners LLC (“Meruelo Partners”), Liset Meruelo, Alexander Meruelo, Lisette Meruelo, Alexis Meruelo and Alex Meruelo (together, the “reporting persons” or a “reporting person”).

 

Meruelo Trust is a revocable intervivos trust.  The principal business of Meruelo Trust is serving as a revocable intervivos trust.

 

Meruelo Partners acts as an investment advisor or manager to other persons and accounts and may be deemed to beneficially own securities owned or held by or for the account or benefit of such persons and accounts, including Meruelo Trust.  The principal business of Meruelo Partners is serving as an investment advisor or manager to other parties and accounts.

 

Liset Meruelo is the spouse of Mr. Meruelo.

 

Alexander Meruelo is an adult child of Mr. Meruelo and is currently a student.

 

Lisette Meruelo is an adult child of Mr. Meruelo and is currently a student.

 

Alexis Meruelo is an adult child of Mr. Meruelo and works for the family business.

 

Mr. Meruelo is the trustee of Meruelo Trust and managing member of Meruelo Partners and may be deemed to control, and beneficially own securities owned or held by, Meruelo Partners. The present principal occupation of Mr. Meruelo is serving as the principal of the Meruelo Group. Meruelo Group is a privately-held management company serving a diversified portfolio of affiliated entities with interests in banking and financial services, food services (manufacturing, distribution, and restaurant operations), construction and engineering, hospitality and gaming, real estate management and development, media (television and radio), and public and private equity investing.

 

The place of organization or citizenship, as applicable, of each reporting person is stated in Item 6 of such reporting person’s cover page hereto. Except for Mr. Meruelo, the address of the principal office or business address, as applicable, of each reporting person and the Meruelo Group is 9550 Firestone Blvd., Suite 105, Downey, California 90241.  The principal office or business of Mr. Meruelo is 2500 E. 2nd Street, Reno, Nevada 89595.

 

No reporting person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. No reporting person was or is 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) as a result of a civil proceeding of a judicial or administrative body of competent jurisdiction to which such reporting person was a party during the last five years.

 

Each reporting person may be deemed (due to a relationship described herein or otherwise) to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act and may be deemed to beneficially own securities owned or held by each other reporting person. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such reporting person is, for purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or any securities of the issuer.

 

Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such reporting person is, for purposes of Section 13(d) or (g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

The reporting persons purchased the Class A Common Stock currently owned with a combination of trust funds from Meruelo Trust and personal funds, including working capital of Meruelo Partners in the amount of $1,860,364.

 

Item 5.

Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a)                                 The aggregate number and percentage of the subject class of securities beneficially owned by each reporting person is stated (and those securities for which such reporting person has a right to acquire, if any, are identified) in items 11 and 13 on such reporting person’s cover page hereto or otherwise herein, based on 4,166,991 shares of Class A Common Stock outstanding as of November 7, 2016.

 

(b)                                  Number of securities for or as to which each reporting person has:

 

(i)                                     Sole power to vote or to direct the vote:

 

See Item 7 on such reporting person’s cover page hereto.

 

(ii)                                  Shared power to vote or to direct the vote:

 

See Item 8 on such reporting person’s cover page hereto.

 

(iii)                               Sole power to dispose or to direct the disposition of:  See Item 9 on such reporting person’s cover page hereto.

 

(c)                                  During the past sixty days, the only transactions in Class A Common Stock effected by the reporting parties were the open market purchases by the reporting persons as set forth in Exhibit 1.1.

 

Item 7.

Material to be Filed as Exhibits.

 

Item 7 of Schedule 13D is hereby amended and restated in its entirety as follows:

 

The information required to be provided by Item 7 of Schedule 13D in this statement is provided in the Exhibit Index hereto or otherwise herein. The information in the Exhibit Index hereto and each other Item herein is incorporated by reference in answer or partial answer to this Item.

 

Remainder of Page Intentionally Left Blank.  Signature Page(s) to Follow.

 

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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.

 

 

		Alex Meruelo Living Trust
Date:	December 8, 2016	By:	/s/ Alex Meruelo
		Name:	Alex Meruelo
		Title:	Trustee
		Meruelo Investment Partners LLC
Date:	December 8, 2016	By:	/s/ Alex Meruelo
		Name:	Alex Meruelo
		Title:	Managing Member
		Liset Meruelo
Date:	December 8, 2016	By:	/s/ Liset Meruelo
		Name:	Liset Meruelo
		Alexander Meruelo
Date:	December 8, 2016	By:	/s/ Alexander Meruelo
		Name:	Alexander Meruelo
		Lisette Meruelo
Date:	December 8, 2016	By:	/s/ Lisette Meruelo
		Name:	Lisette Meruelo
		Alexis Meruelo
Date:	December 8, 2016	By:	/s/ Alexis Meruelo
		Name:	Alexis Meruelo
		Alex Meruelo
Date:	December 8, 2016	By:	/s/ Alex Meruelo
		Name:	Alex Meruelo

 

Remainder of Page Intentionally Left Blank.  Exhibit Index to Follow.

 

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Exhibit Index

 

Exhibit

 

Reference		Description
1.1		Transactions in Shares (furnished herewith)
24.1		Joint Filing Agreement and Power of Attorney (incorporated by reference to the Original Schedule 13D)

 

Remainder of Page Intentionally Left Blank.  Exhibit(s) to Follow.

 

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Exhibit 1.1

 

Transactions in the Shares – The Reporting Parties

 

Alex Meruelo Living Trust

 

Trade Date		Number of Shares		Price Per Share			Purchase / Sale
12/2/16		10,000		$	4.15		Purchase
12/2/16		40,000		$	4.40		Purchase
12/2/16		25,000		$	4.47		Purchase