SC 13G 1 brhc10029158_sc13g.htm SC 13G

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

(Amendment No. )*

	DallasNews Corporation
(Name of Issuer)

	Series A Common Stock
(Title of Class of Securities)

	235050101
(CUSIP Number)

	September 10, 2021
(Date of Event Which Requires Filing of the Statement)

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

☐	Rule 13d-1(b)

☒	Rule 13d-1(c)

☐	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 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).

Cusip No. 235050101

13G

Page 2 of 15 Pages

1	NAMES OF REPORTING PERSONS
	DOLPHIN LIMITED PARTNERSHIP III, L.P. (“Dolphin III”)

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒*
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			101,505(1)

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			101,505(1)

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	101,505(1)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.14%(2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

Page 2 of 15 Pages

Cusip No. 235050101

13G

Page 3 of 15 Pages

1	NAMES OF REPORTING PERSONS
	DOLPHIN ASSOCIATES III, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒*
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			101,505(1)

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			101,505(1)

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	101,505(1)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.14%(2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

Page 3 of 15 Pages

Cusip No. 235050101

13G

Page 4 of 15 Pages

1	NAMES OF REPORTING PERSONS
	DOLPHIN HOLDINGS CORP. III

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒*
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			101,505(1)

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			101,505(1)

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	101,505(1)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.14%(2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

Page 4 of 15 Pages

Cusip No. 235050101

13G

Page 5 of 15 Pages

1	NAMES OF REPORTING PERSONS
	SCANN2 PARTNERS, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒*
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			30,125(3)

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			30,125(3)

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	30,125(3)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.64%(2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

Page 5 of 15 Pages

Cusip No. 235050101

13G

Page 6 of 15 Pages

1	NAMES OF REPORTING PERSONS
	SCANN2, LLC.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒*
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			30,125(3)

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			30,125(3)

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	30,125(3)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.64%(2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

Page 6 of 15 Pages

Cusip No. 235050101

13G

Page 7 of 15 Pages

1	NAMES OF REPORTING PERSONS
	THE NETTER CHILDREN TRUST

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒*
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			7,500(4)

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			7,500(4)

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,500(4)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.16%(2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

Page 7 of 15 Pages

Cusip No. 235050101

13G

Page 8 of 15 Pages

1	NAMES OF REPORTING PERSONS
	THE DONALD T. NETTER CHARITABLE REMAINDER UNITRUST

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒*
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			15,000(5)

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			15,000(5)

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,000(5)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.32%(2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

Page 8 of 15 Pages

Cusip No. 235050101

13G

Page 9 of 15 Pages

1	NAMES OF REPORTING PERSONS
	SDAS, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒*
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			90,351(6)

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			90,351(6)

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	90,351(6)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.91%(2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

Page 9 of 15 Pages

Cusip No. 235050101

13G

Page 10 of 15 Pages

1	NAMES OF REPORTING PERSONS
	DONALD T. NETTER

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒*
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			244,481(7)

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			244,481(7)

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	244,481(7)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.16%(2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

* This filing describes the reporting person’s relationship with other persons, but the reporting person does not affirm the existence of a group.

(1) Includes 101,505 Shares (as defined in Item 2(d) below) of DallasNews Corporation (the “Company”) held by Dolphin Limited Partnership III, L.P. (“Dolphin III”). Dolphin Associates III, LLC serves as the general partner of Dolphin III. Dolphin Holdings Corp. III (“Dolphin Holdings III”) serves as the managing member of Dolphin Associates III. Mr. Netter serves as the Senior Managing Director of Dolphin Holdings III. By virtue of his position with Dolphin Holdings III, Mr. Netter has sole voting and dispositive power over the Shares held by Dolphin III. Mr. Netter disclaims beneficial ownership of the securities held by Dolphin III, except to the extent of his pecuniary interest therein.

Page 10 of 15 Pages

Cusip No. 235050101

13G

Page 11 of 15 Pages

(2) Based on 4,737,275 Shares outstanding as of July 22, 2021, as reported in the Company’s Quarterly Report on Form 10-Q, filed with the United States Securities and Exchange Commission on July 26, 2021.

(3) Based on 30,125 Shares held by Scann2 Partners, L.P. Scann2, LLC serves as the general partner of Scann2 Partners, L.P. and Mr. Netter serves as the President of Scann2, LLC. By virtue of his position with Scann2, LLC, Mr. Netter has the sole voting and dispositive power over the Shares held by Scann2 Partners L.P. Mr. Netter disclaims beneficial ownership of the securities held by Scann2 Partners, L.P., except to the extent of his pecuniary interest therein.

(4) Based on 7,500 Shares held by The Netter Children Trust (the “Trust”). Mr. Netter is currently the sole trustee of the Trust and, in such capacity, has sole voting and dispositive power over the Shares held by the Trust. Mr. Netter disclaims beneficial ownership of the securities held by the Trust.

(5) Based on 15,000 Shares held by The Donald T. Netter Charitable Remainder Unitrust (the “CRUT”). Mr. Netter is currently the sole trustee of the CRUT and, in such capacity, has sole voting and dispositive power over the Shares held by the CRUT. Mr. Netter is an income beneficiary of the CRUT.

(6) Based on 90,351 Shares held by SDAS, LLC (“SDAS”). Mr. Netter serves as Manager for SDAS and accordingly has sole voting and dispositive power over the Shares held by SDAS. Mr. Netter disclaims beneficial ownership of the securities held by SDAS.

(7) Includes:

(i) 101,505 Shares held by Dolphin III. Dolphin Associates III serves as the general partner of Dolphin III. Dolphin Holdings III serves as the managing member of Dolphin Associates III. Mr. Netter serves as the Senior Managing Director of Dolphin Holdings III. By virtue of his position with Dolphin Holdings III, Mr. Netter has sole voting and dispositive power over the Shares held by Dolphin III. Mr. Netter disclaims beneficial ownership of the securities held by Dolphin III, except to the extent of his pecuniary interest therein.

(ii) 30,125 Shares held by Scann2 Partners, L.P. Scann2, LLC serves as the general partner of Scann2 Partners, L.P. and Mr. Netter serves as the President of Scann2, LLC. By virtue of his position with Scann2, LLC, Mr. Netter has the sole voting and dispositive power over the Shares held by Scann2 Partners, L.P. Mr. Netter disclaims beneficial ownership of the securities held by Scann2 Partners, L.P., except to the extent of his pecuniary interest therein.

(iii) 7,500 Shares held by the Trust. Mr. Netter is currently the sole trustee of the Trust and, in such capacity, has sole voting and dispositive power over the Shares held by the Trust. Mr. Netter disclaims beneficial ownership of the securities held by the Trust.

(iv) 15,000 Shares held by the CRUT. Mr. Netter is currently the sole trustee of the CRUT and, in such capacity, has sole voting and dispositive power over the Shares held by the CRUT. Mr. Netter is an income beneficiary of the CRUT.

(v) 90,351 Shares held by SDAS. Mr. Netter serves as Manager for SDAS and has sole voting and dispositive power over the Shares held by SDAS. Mr. Netter disclaims beneficial ownership of the securities held by SDAS.

Item 1(a).

Name of Issuer:

DallasNews Corporation (the “Company”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

1954 Commerce Street

Dallas, TX 75201

Page 11 of 15 Pages

Cusip No. 235050101

13G

Page 12 of 15 Pages

Item 2.

(a) Name of Person Filing: This statement is jointly filed by and on behalf of Dolphin Limited Partnership III, L.P., Dolphin Associates III, LLC, Dolphin Holdings Corp. III, Scann2 Partners, L.P., Scann2, LLC, The Netter Children Trust, The Donald T. Netter Charitable Remainder Unitrust, SDAS, LLC, and Donald T. Netter

(b) Address of Principal Business Office or, if none, Residence:

Dolphin Limited Partnership III, L.P., Dolphin Associates III, LLC, Dolphin Holdings Corp. III, Scann2 Partners, L.P., Scann2, LLC, The Netter Children Trust, The Donald T. Netter Charitable Remainder Unitrust, and Donald T. Netter: 117 East Putnam Avenue, Riverside, CT 06878

SDAS, LLC: 4020 Jackson Blvd, Rapid City, SD 57702.

Dolphin Limited Partnership III, L.P.: a Delaware limited partnership

Dolphin Associates III, LLC: a Delaware limited liability company

Dolphin Holdings Corp. III:: a Delaware corporation

Scann2 Partners, L.P.: a Delaware limited partnership

Scann2, LLC, a Delaware limited liability company

The Netter Children Trust

The Donald T. Netter Charitable Remainder Unitrust

SDAS, LLC: a South Dakota limited liability company

Donald T. Netter: a citizen of the United States.

(d)Title of Class of Securities: Series A Common Stock, $0.01 par value (the “Shares”).

(e)CUSIP Number: 235050101

Item 3.

Type of Person: Not applicable.

Item 4.

Ownership:

Incorporated by reference to Items (5)-(9) and (11) of the cover page pertaining to each reporting person.

Item 5.

Ownership of Five Percent or Less of a Class:

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

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:

Not applicable.

Page 12 of 15 Pages

Cusip No. 235050101

13G

Page 13 of 15 Pages

Item 8.

Identification and Classification of Members of the Group:

Not applicable.

Item 9.

Notice of Dissolution of Group:

Not applicable.

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Page 13 of 15 Pages

Cusip No. 235050101

13G

Page 14 of 15 Pages

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, I certify (the undersigned certifies) that the information set forth in this statement is true, complete and correct

	Date: September 22, 2021

	DOLPHIN LIMITED PARTNERSHIP III, L.P.

	By:	Dolphin Associates III, LLC General Partner

	By:	Dolphin Holdings Corp. III Managing Member

	By:	/s/ Donald T. Netter
		Donald T. Netter Senior Managing Director

	DOLPHIN ASSOCIATES III, LLC

	By:	Dolphin Holdings Corp. III Managing Member

	By:	/s/ Donald T. Netter
		Donald T. Netter Senior Managing Director

	DOLPHIN HOLDINGS CORP. III

	By:	/s/ Donald T. Netter
		Donald T. Netter Senior Managing Director

	SCANN2 PARTNERS, L.P.

	By:	Scann2, LLC General Partner

	By:	/s/ Donald T. Netter
		Donald T. Netter President

	SCANN2, LLC.

	By:	/s/ Donald T. Netter
		Donald T. Netter President

Page 14 of 15 Pages

Cusip No. 235050101

13G

Page 15 of 15 Pages

	THE NETTER CHILDREN TRUST

	By:	/s/ Donald T. Netter
		Donald T. Netter Trustee

	THE DONALD T. NETTER CHARITABLE REMAINDER UNITRUST

	By:	/s/ Donald T. Netter
		Donald T. Netter Trustee

	SDAS, LLC

	By:	/s/ Donald T. Netter
		Donald T. Netter Manager

	/s/ Donald T. Netter
	DONALD T. NETTER

Page 15 of 15 Pages

SEC Form SC 13G filed by A.H. Belo Corporation