SAGA COMMUNICATIONS INC — Major Shareholding Notification 2011

Feb 11, 2011

SC 13G/A 1 b84852sc13gza.htm SC 13G/A sc13gza PAGEBREAK

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G (Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(B), (C) AND (D) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 5)

Saga Communications, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

786598300

(CUSIP Number)

December 31, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

þ Rule 13d-1(d)

• 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 the disclosures provided in a prior cover page.

The information required in 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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CUSIP No. 786598 30 0

1	NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only). Edward K. Christian
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
	5	SOLE VOTING POWER
NUMBER OF		642,459 (Class B Common Stock) 1,947 (Class A Common Stock)
SHARES	6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		—
EACH	7	SOLE DISPOSITIVE POWER
REPORTING
PERSON		642,459 (Class B Common Stock) 1,947 (Class A Common Stock)
WITH	8	SHARED DISPOSITIVE POWER
		—
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	642,459 (Class B Common Stock) 1,947 (Class A Common Stock)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	100% of Class B Common Stock 15.0%* of Class A Common Stock
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

• (Assumes conversion of Class B Common Stock into Class A Common Stock)

2

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Item 1. (a)	Name of Issuer
	Saga Communications, Inc.
Item 1 (b)	Address of Issuer’s Principal Executive Offices
	73 Kercheval Ave.
	Gross Pointe Farms, MI 48236
Item 2. (a)	Name of Person Filing
	Edward K. Christian
Item 2. (b)	Address of Principal Business Office or, if none, Residence
	73 Kercheval Ave.
	Gross Pointe Farms, MI 48236
Item 2. (c)	Citizenship
	United States
Item 2. (d)	Title of Class of Securities
	Class A Common Stock
Item 2. (e)	CUSIP Number
	786598300
Item 3.	If this statement is filed
pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a: Not Applicable
	(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e) [ ] An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f) [ ] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g) [ ] A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h) [ ] A savings associations as defined in Section 3(b) of the Federal

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	Deposit Insurance Act (12 U.S.C. 1813);
	(i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j) [ ] Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4.	Ownership.
	With respect to the beneficial ownership of the reporting person, see Items 5-11 on
the cover page to this Schedule 13G, which are incorporated by reference. Each
share of Class B Common Stock is immediately convertible into one share of Class A
Common Stock. The Class B Common Stock includes 43,816 shares of Class B Common
Stock reserved for issuance upon exercise of stock options exercisable within 60
days of December 31, 2010. As provided in the Issuer’s Second Restated Certificate
of Incorporation, the Class A Common Stock is entitled to one vote per share and,
except with respect to certain matters, the Class B Common Stock is entitled to ten
votes per share. Assuming such ten votes per share of Class B Common Stock, Mr.
Christian’s beneficial ownership of Class A Common Stock and Class B Common Stock
(including Class B Common Stock reserved for issuance upon exercise of stock
options) together represent approximately 63.7% of the combined voting power of the
Issuer’s outstanding Class A Common Stock and Class B Common Stock.
Item 5.	Ownership of Five Percent or Less of a Class
	If this statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent of
the class of securities, check the following [ ].
	Not Applicable.
Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, such securities, a
statement to that effect should be included in response to this item and, if such
interest relates to more than five percent of the class, such person should be
identified. A listing of the shareholders of an investment company registered under
the Investment Company Act of 1940 or the beneficiaries of employee benefit plan,
pension fund or endowment fund is not required.
	Not Applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

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| | If a parent holding company or control person has filed this schedule, pursuant to
Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating
the identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company or control person has filed this schedule pursuant to Rule 13d-1(c)
or Rule 13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary. |
| --- | --- |
| | Not Applicable. |
| Item 8. | Identification and Classification of Members of the Group |
| | If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate
under Item 3(j) and attach an exhibit stating the identity and Item 3 classification
of each member of the group. If a group has filed this schedule pursuant to
§240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each
member of the group. |
| | Not Applicable. |
| Item 9. | Notice of Dissolution of Group |
| | Notice of dissolution of a group may be furnished as an exhibit stating the date of
the dissolution and that all further filings with respect to transactions in the
security reported on will be filed, if required, by members of the group, in their
individual capacity. (See Item 5.) |
| | Not Applicable. |
| Item 10. | Certification |
| | Not Applicable. |

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.

Date: February 11, 2011

/s/ Edward K. Christian
Edward K. Christian

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