1 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.
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CUSIP
No. 523768909
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13D/A
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Page
2 of 9 Pages
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1.
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names
of reporting persons
i.r.s.
identification no. of above persons (entities only)
Praetorian Capital Fund
LLC
EIN# 83-2673762
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2.
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check
the appropriate box if a group*
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(a)
x
(b) o
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3.
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sec
use only
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4.
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sources
of funds
WC
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5.
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check
box if disclosure of legal proceedings is required pursuant to item 2(d)
or 2(e)
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o
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6.
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citizenship
or place of organization
DELAWARE
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number
of
shares
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7.
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sole
voting power 0
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beneficially
owned by
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8.
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shared
voting power 353,721
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each
reporting
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9.
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sole
dispositive power 0
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person
with:
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10.
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shared
dispositive power 353,721
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11.
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aggregate
amount beneficially owned by each reporting person 353,721
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12.
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check
box if the aggregate amount in row (11) excludes certain shares (See Instructions)
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o
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13.
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percent
of class represented by amount in row (11) 6.0%
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14.
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type
of reporting person (See Instructions)
OO
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CUSIP
No. 523768909
|
13D/A
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Page
3 of 9 Pages
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1.
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names
of reporting persons
i.r.s.
identification no. of above persons (entities only)
Praetorian Capital Management
LLC
EIN# 13-4223355
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2.
|
check
the appropriate box if a group*
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(a)
x
(b) o
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3.
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sec
use only
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4.
|
sources
of funds
OO
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5.
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check
box if disclosure of legal proceedings is required pursuant to item 2(d)
or 2(e)
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o
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6.
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citizenship
or place of organization
Delaware
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number
of
shares
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7.
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sole
voting power 353,721
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beneficially
owned by
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8.
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shared
voting power 76,279
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each
reporting
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9.
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sole
dispositive power 353,721
|
|
person
with:
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10.
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shared
dispositive power 76,279
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11.
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aggregate
amount beneficially owned by each reporting person 430,000
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12.
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check
box if the aggregate amount in row (11) excludes certain shares (See Instructions)
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o
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13.
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percent
of class represented by amount in row (11) 7.3%
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14.
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type
of reporting person (See Instructions)
IA
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CUSIP
No. 523768909
|
13D/A
|
Page
4 of 9 Pages
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1.
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names
of reporting persons
i.r.s.
identification no. of above persons (entities only)
Harris Kupperman
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2.
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check
the appropriate box if a group*
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(a)
x
(b) o
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3.
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sec
use only
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4.
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sources
of funds
OO
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5.
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check
box if disclosure of legal proceedings is required pursuant to item 2(d)
or 2(e)
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o
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6.
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citizenship
or place of organization
UNITED STATES OF AMERICA
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number
of
shares
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7.
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sole
voting power 353,721
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beneficially
owned by
|
8.
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shared
voting power 76,279
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each
reporting
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9.
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sole
dispositive power 353,721
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person
with:
|
10.
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shared
dispositive power 76,279
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11.
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aggregate
amount beneficially owned by each reporting person 430,000
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12.
|
check
box if the aggregate amount in row (11) excludes certain shares (See Instructions)
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o
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13.
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percent
of class represented by amount in row (11) 7.3%
|
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14.
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type
of reporting person (See Instructions)
IN
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CUSIP
No. 523768909
|
13D/A
|
Page
5 of 9 Pages
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1.
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names
of reporting persons
i.r.s.
identification no. of above persons (entities only)
MONGOLIA (BARBADOS) CORP
EIN# [foreign
entity; not applicable]
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2.
|
check
the appropriate box if a group*
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(a)
x
(b) o
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3.
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sec
use only
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4.
|
sources
of funds
WC
|
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5.
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check
box if disclosure of legal proceedings is required pursuant to item 2(d)
or 2(e)
|
o
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6.
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citizenship
or place of organization
Barbados
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number
of
shares
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7.
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sole
voting power 0
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beneficially
owned by
|
8.
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shared
voting power 76,279
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each
reporting
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9.
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sole
dispositive power 0
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person
with:
|
10.
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shared
dispositive power 76,279
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11.
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aggregate
amount beneficially owned by each reporting person 76,279
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12.
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check
box if the aggregate amount in row (11) excludes certain shares (See Instructions)
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o
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13.
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percent
of class represented by amount in row (11) 1.3%
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14.
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type
of reporting person (See Instructions)
CO
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CUSIP
No. 523768909
|
13D/A
|
Page
6 of 9 Pages
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This Amendment No. 1 (this “Amendment”)
amends and supplements the statement on Schedule 13D (the “Schedule”) filed by Praetorian Capital Fund LLC and Praetorian
Capital Management LLC on December 8, 2021, relating to the beneficial ownership of shares of common stock, par value $0.01 per
share, of Lee Enterprises, Incorporated (the “Company”). Capitalized terms used herein and not otherwise defined shall
have the respective meanings ascribed to them in the Schedule.
Except as specifically provided herein, this Amendment does not modify any of the information previously reported
in the Schedule.
ITEM
2. Identity and Background
Item
2 of the Schedule is hereby amended and restated as below:
This
Schedule is being filed with respect to the Common Stock of the Issuer which are beneficially owned by the following reporting
persons:
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(i)
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Praetorian
Capital Fund LLC (the “Fund”),
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(ii)
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Praetorian
Capital Management LLC (the “Adviser”),
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(iii)
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Harris
Kupperman (“Mr. Kupperman”), and
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(iv)
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Mongolia
(Barbados) Corp (“Mongolia”) (together with the Fund, the Adviser and Mr.
Kupperman, collectively, the “Reporting Persons”)
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Any
disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry
to the appropriate party.
The
Fund is a Delaware limited liability company. The principal business of the Fund is investing in securities. The business address
of the Fund is 330 Mangrove Thicket Blvd., Ponte Vedra, Florida 32081. During the last five years, neither the Fund nor its managing
member has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) 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.
The
Adviser is a Delaware limited liability company. The principal business of the Adviser is acting as an investment adviser for
investment funds. The business address of the Adviser is 330 Mangrove Thicket Blvd., Ponte Vedra, Florida 32081. During the last
five years, neither the Adviser nor its managing member has been (i) convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), or (ii) 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.
Mr.
Kupperman is a citizen of the United States of America. Mr. Kupperman is the managing member and 100% owner of the Adviser. Mr.
Kupperman also serves as the managing member and the sole trader for the Fund. During the last five years, Mr. Kupperman has not
been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) 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.
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CUSIP
No. 523768909
|
13D/A
|
Page
7 of 9 Pages
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Mongolia
is a Barbados corporation. The principal business of Mongolia is to manage the investments of the parent company, Mongolia Growth
Group LLC. The business address of Mongolia is 100 King Street West, Suite 5600, Toronto, Ontario, Canada, M5X 1C9. During the
last five years, Mongolia has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors),
or (ii) 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.
ITEM 3. Source and Amount of Funds
or Other Consideration
Item
3 of the Schedule is hereby amended and restated as below:
The
Fund has purchased, in a series of open market transactions, an aggregate of 353,721 shares of common stock, $0.01 par value (“Common
Stock”) of the Issuer, for a total consideration of $9,095,329.57, derived from the Fund’s working capital.
Mongolia
has purchased, in a series of open market transactions, an aggregate of 76,279 shares of Common Stock of the Issuer, for a total
consideration of $1,984,927.28, derived from Mongolia’s working capital. The Adviser has an understanding with Mongolia,
with respect to shared voting, purchase and disposition of such 76,279 shares of Common Stock.
ITEM 5. Interest
in Securities of the Issuer
Item
5 of the Schedule is hereby amended and restated as below:
(a)-(b) The
Fund may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner
of an aggregate of 353,721 shares of Common Stock as of February 2, 2022, which represent 6.0% of the Issuer’s outstanding
shares of Common Stock.
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(i)
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Sole power to vote or direct
vote: 0
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(ii)
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Shared power to vote or direct
vote: 353,721
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(iii)
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Sole power to dispose of
or direct the disposition: 0
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(iv)
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Shared power to dispose of
or direct the disposition: 353,721
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The
Adviser may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial
owner of an aggregate of 430,000 shares of Common Stock as of February 2, 2022, which represent 7.3% of the Issuer’s outstanding
shares of Common Stock.
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(i)
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Sole power to vote or direct
vote: 353,721
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(ii)
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Shared power to vote or direct
vote: 76,279
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(iii)
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Sole power to dispose of
or direct the disposition: 353,721
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(iv)
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Shared power to dispose of
or direct the disposition: 76,279
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Mr. Kupperman may be deemed, for purposes of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended, to be the beneficial owner of an aggregate of 430,000 shares of Common Stock as of
February 2, 2022, which represent 7.3% of the Issuer’s outstanding shares of Common Stock.
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CUSIP
No. 523768909
|
13D/A
|
Page
8 of 9 Pages
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(i)
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Sole power to vote or direct
vote: 353,721
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(ii)
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Shared power to vote or direct
vote: 76,279
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(iii)
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Sole power to dispose of
or direct the disposition: 353,721
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(iv)
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Shared power to dispose of
or direct the disposition: 76,279
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Mongolia
may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of
an aggregate of 76,279 shares of Common Stock as of February 2, 2022, which represent 1.3% of the Issuer’s outstanding shares
of Common Stock.
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(i)
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Sole power to vote or direct
vote: 0
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(ii)
|
Shared power to vote or direct
vote: 76,279
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(iii)
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Sole power to dispose of
or direct the disposition: 0
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(iv)
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Shared power to dispose of
or direct the disposition: 76,279
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For
purposes of calculating the percentages set forth in this Item 5, the number of shares of Common Stock outstanding is assumed
to be 5,889,159, as disclosed on the Issuer’s Form 10-K filed with the SEC on December 10, 2021.
Each
Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the shares of Common Stock directly owned
by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his
or its pecuniary interest therein.
(c) Other
than as disclosed in Item 3 and Item 4, there have been no transactions in the shares of Common Stock by the Reporting Persons
during the past sixty days.
(d) The
Reporting Persons collectively have the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, 430,000 shares of Common Stock held in their accounts. Among the Reporting Persons, Mongolia, the private third-party
with whom the Adviser has an arrangement for shared voting rights, has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, 76,279 shares of Common Stock held in its accounts.
ITEM 6. Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of the Issuer.
Item
6 of the Schedule is hereby amended and restated as below:
Praetorian
Capital Management LLC, the investment adviser to Praetorian Capital Fund LLC, controls the shares owned by Praetorian Capital
Fund LLC. Praetorian Capital Management LLC have an understanding with Mongolia (Barbados) Corp with respect to shared voting,
purchase and disposition of 76,279 shares of Common Stock held by Mongolia (Barbados) Corp.
ITEM 7. Material to be Filed as
Exhibits.
Item
7 of the Schedule is hereby amended and restated as below:
Exhibit 1 –
Joint Filing Agreement, dated February 2, 2022
Exhibit 2 – Letter from Harris Kupperman to the Board of
the Issuer, dated December 7, 2021
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CUSIP
No. 523768909
|
13D/A
|
Page
9 of 9 Pages
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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.
Dated: February 2, 2022
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PRAETORIAN CAPITAL FUND LLC
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By: Praetorian Capital Management LLC, its investment adviser
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By:
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/s/
Harris Kupperman
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Name: Harris Kupperman
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Title: Owner
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PRAETORIAN
CAPITAL MANAGEMENT LLC
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By:
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/s/
Harris Kupperman
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Name: Harris Kupperman
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Title:
Owner
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HARRIS KUPPERMAN
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By:
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/s/ Harris Kupperman
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Name: Harris
Kupperman
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MONGOLIA (BARBADOS) CORP
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By:
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/s/ Genevieve Walkden
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Name: Genevieve Walkden
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Title: Chief Financial Officer
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The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner
of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the
statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated
by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§240.13d-7 for other parties for whom copies are to be sent.
