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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 0001387131-22-012310 0001360554 XXXXXXXX LIVE 2 Class A Common Stock, par value $0.01 per share 12/20/2024 false 0000886136 000886136 Saga Communications, Inc. 73 KERCHEVAL AVE GROSSE POINTE FARMS MI 48236 Hoak Public Equities, L.P. 214-855-2284 73 KERCHEVAL AVE GROSSE POINTE FARMS MI 48236 0001360554 N Hoak Public Equities, LP a WC N TX 240109.00 0.00 240109.00 0.00 240109.00 N 3.83 PN 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. 0001607736 N Hoak Fund Management, L.P. a AF N TX 240109.00 0.00 240109.00 0.00 240109.00 N 3.83 PN 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. 0001607735 N Hoak & Co. a AF N TX 240109.00 0.00 240109.00 0.00 240109.00 N 3.83 CO 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. 0001450326 N J. Hale Hoak a AF N X1 240109.00 0.00 240109.00 0.00 240109.00 N 3.83 IN 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. 0001607722 N James M. Hoak a AF N X1 240109.00 0.00 240109.00 0.00 240109.00 N 3.83 IN 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. Class A Common Stock, par value $0.01 per share Saga Communications, Inc. 73 KERCHEVAL AVE GROSSE POINTE FARMS MI 48236 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 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(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." 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." 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." 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 Hoak Public Equities, LP /s/ J. Hale Hoak J. Hale Hoak, President 12/23/2024 Hoak Fund Management, L.P. /s/ J. Hale Hoak J. Hale Hoak, President 12/23/2024 Hoak & Co. /s/ J. Hale Hoak J. Hale Hoak, President 12/23/2024 J. Hale Hoak /s/ J. Hale Hoak J. Hale Hoak 12/23/2024 James M. Hoak /s/ James M. Hoak James M. Hoak 12/23/2024