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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001398344-25-000406 0001705447 XXXXXXXX LIVE 1 Common Stock 03/04/2025 false 0000886136 786598300 SAGA COMMUNICATIONS INC 73 Kercheval Ave Grosse Pointe Farms MI 48236 Michael Melby (312) 825-1228 c/o Gate City Capital Management, LLC 8725 W. Higgins Road, Suite 530 Chicago IL 60631 0001705447 N Gate City Capital Management, LLC WC OO N IL 863845.00 0.00 863845.00 0.00 863845.00 N 13.80 IA Y Michael Melby WC OO N X1 863845.00 0.00 863845.00 0.00 863845.00 N 13.80 IN This Schedule 13D (this "Schedule 13D") is being filed on behalf of Gate City Capital Management, LLC, an Illinois limited liability company (the "Management Company") and Michael Melby. Mr. Melby serves as the managing member of the Management Company. The Management Company serves as an adviser to certain private investment funds and managed accounts (the "Funds"). This Schedule 13D relates to Common Shares (the "Common Shares") of Saga Communications Inc (the "Issuer") held by the Funds. Common Stock SAGA COMMUNICATIONS INC 73 Kercheval Ave Grosse Pointe Farms MI 48236 The names of the persons jointly filing this statement on Schedule 13D (the "Reporting Persons") are Gate City Capital Management, LLC, an Illinois limited liability company and Michael Melby, Managing Member of Gate City Capital Management, LLC. Mr. Melby is the controlling member of Gate City Capital Management, LLC. The address of each of the Reporting Persons is 8725 W. Higgins Road, Suite 530, Chicago, IL 60631. The principal business of Gate City Capital Management, LLC is to serve as an adviser to certain private investment funds and managed accounts. Mr. Melby's principal occupation is serving as the Portfolio Manager of Gate City Capital Management, LLC. During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. Gate City Capital Management, LLC is an Illinois limited liability company. Mr. Melby is a United States citizen. The source and amount of funds used by the Reporting Persons in making their purchase of the shares of Common Stock owned by each of them in the aggregate was $13,770,806 using the working capital of each of the Funds. This Amendment No. 1 amends the Schedule 13D initially filed on January 8, 2025. On January 25, 2025, Gate City Capital Management ("Gate City") sent the letter attached as Exhibit A (the "January Letter") to Saga Communications, Inc. ("Saga" or the "Company"). The January Letter highlights Gate City's concerns that the Company's pursuit of a digital transformation was having an adverse impact on the Company's financial results, operations, liquidity and share price. On February 10, 2025, representatives from Gate City spoke with representatives from Saga to review the January Letter. Following this conversation, representatives from Gate City became increasingly concerned that Saga intended to continue spending heavily in the Company's digital transformation initiatives. Representatives from Gate City expressed its concerns that these digital initiatives were outside of the Company's core competencies, Saga had minimal managerial expertise in executing the Company's digital transformation strategy, and the digital transformation efforts would divert managerial time, attention and resources away from the Company's core broadcast business. Following the conversation between Gate City and Saga on February 10, 2025, Gate City sent a letter to Saga on February 11, 2025 informing the Company of Gate City's intent to nominate four directors at the upcoming 2025 annual meeting (the "February Letter"), which is attached as Exhibit B. Representatives from Gate City and Saga subsequently entered into formal negotiations to appoint one of Gate City's potential nominees to the Saga Board of Directors. These negotiations concluded without a formal agreement on March 4, 2025. Given the failure to reach a negotiated settlement of these issues, Gate City is exploring a variety of its options. Gate City remains disappointed in the Company's pursuit of a digital transformation strategy that Gate City believes is likely to prove value destructive for shareholders. " No material change. No material change. No material change. Not applicable. Not applicable. Other than described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Person and any other person with respect to the securities of the Issuer. Gate City Capital Management, LLC /s/ Michael Melby Michael Melby, Managing Member 03/05/2025 Michael Melby /s/ Michael Melby Michael Melby, Managing Member 03/05/2025 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. In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.