SEC Form SC 13D/A filed by OUTFRONT Media Inc. (Amendment)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

OUTFRONT Media Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

69007J106

(CUSIP Number)

Ernest C. Garcia II

c/o Verde Investments, Inc.

100 Crescent Court, Suite 1100

Dallas, Texas 75201

(469) 564-4800

Arturo R. Moreno

c/o Moreno Companies, LLC

4455 E. Camelback Road, Suite C140

Phoenix, Arizona 85018

(602) 667-9500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 20, 2024

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

*	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 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 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 

CUSIP No. 69007J106

 

1.		Names of Reporting Persons    Verde Investments, Inc.
2.		Check the Appropriate Box if a Member of a Group (See Instructions)  (a) ☐  (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)    WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization    Arizona

Number of Shares  Beneficially  Owned by Each Reporting Person With				7.		Sole Voting Power    8,396,306
				8.		Shared Voting Power    0
				9.		Sole Dispositive Power    8,396,306
				10.		Shared Dispositive Power    0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person    8,396,306
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐
13.		Percent of Class Represented by Amount in Row (11)    5.1%(1)
14.		Type of Reporting Person (See Instructions)    CO

 

(1)	Based on 165,049,566 shares of Common Stock outstanding as of November 2, 2023.

CUSIP No. 69007J106

 

1.		Names of Reporting Persons    Ernest C. Garcia II
2.		Check the Appropriate Box if a Member of a Group (See Instructions)  (a) ☐  (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)    AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization    United States of America

Number of Shares  Beneficially  Owned by Each Reporting Person With				7.		Sole Voting Power    8,396,306 (1)
				8.		Shared Voting Power    0
				9.		Sole Dispositive Power    8,396,306 (1)
				10.		Shared Dispositive Power    0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person    8,396,306 (1)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐
13.		Percent of Class Represented by Amount in Row (11)    5.1%(2)
14.		Type of Reporting Person (See Instructions)    IN

 

(1)

Beneficial ownership of the shares of common stock, $0.01 par value per share (“Common Stock”) of OUTFRONT Media Inc., a Maryland corporation (the “Issuer”), owned by Verde Investments, Inc. (“Verde”) is also attributable to Mr. Garcia as the sole shareholder and director of Verde and is therefore reported by more than one reporting person pursuant to Rule 13d-3 under the Act.

(2)	Based on 165,049,566 shares of Common Stock outstanding as of November 2, 2023.

CUSIP No. 69007J106

 

1.		Names of Reporting Persons    Arturo R. Moreno
2.		Check the Appropriate Box if a Member of a Group (See Instructions)  (a) ☐  (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)    AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization    United States of America

Number of Shares  Beneficially  Owned by Each Reporting Person With				7.		Sole Voting Power    1,900,000
				8.		Shared Voting Power    0
				9.		Sole Dispositive Power    1,900,000
				10.		Shared Dispositive Power    0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person    1,900,000
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐
13.		Percent of Class Represented by Amount in Row (11)    1.2%(1)
14.		Type of Reporting Person (See Instructions)    IN

 

(1)	Based on 165,049,566 shares of Common Stock outstanding as of November 2, 2023.

This Amendment No. 1 (“Amendment No. 1”) is jointly filed by Verde, Mr. Garcia and Mr. Moreno (together, the “Reporting Persons,” and each, a “Reporting Person”) with respect to the Issuer’s Common Stock, pursuant to their Joint Filing Agreement dated as of October 24, 2023, filed as an exhibit to the Schedule 13D originally filed on behalf of the Reporting Persons with the United States Securities and Exchange Commission on October 24, 2023 (the “Original Schedule 13D”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Original Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Original Schedule 13D is hereby amended and supplemented to include the following information:

The responses to Item 5 hereof are incorporated herein by reference.

On October 26, 2023, Mr. Moreno purchased 300,000 shares of Common Stock in open market transactions for an aggregate purchase price of $2,959,486.86, including brokerage commissions. Funding for the purchases of the Common Stock was from Mr. Moreno’s personal funds.

On October 27, 2023, Mr. Moreno purchased 100,000 shares of Common Stock in open market transactions for an aggregate purchase price of $971,000.00, including brokerage commissions. Funding for the purchases of the Common Stock was from Mr. Moreno’s personal funds.

On November 1, 2023, Mr. Moreno purchased 100,000 shares of Common Stock in open market transactions for an aggregate purchase price of $985,000.00, including brokerage commissions. Funding for the purchases of the Common Stock was from Mr. Moreno’s personal funds.

On January 17, 2024, Verde purchased 44,214 shares of Common Stock in open market transactions for an aggregate purchase price of $572,925.01, including brokerage commissions. Funding for the purchases of the Common Stock was from Verde’s working capital.

On February 1, 2024, Verde purchased 10,574 shares of Common Stock in open market transactions for an aggregate purchase price of $136,835.40, including brokerage commissions. Funding for the purchases of the Common Stock was from Verde’s working capital.

On February 2, 2024, Verde purchased 68,526 shares of Common Stock in open market transactions for an aggregate purchase price of $887,484.82, including brokerage commissions. Funding for the purchases of the Common Stock was from Verde’s working capital.

On February 5, 2024, Mr. Moreno purchased 100,000 shares of Common Stock in open market transactions for an aggregate purchase price of $1,278,000.00, including brokerage commissions. Funding for the purchases of the Common Stock was from Mr. Moreno’s personal funds.

On February 7, 2024, Verde purchased 194,217 shares of Common Stock in open market transactions for an aggregate purchase price of $2,472,149.35, including brokerage commissions. Funding for the purchases of the Common Stock was from Verde’s working capital.

On February 9, 2024, Verde purchased 151,717 shares of Common Stock in open market transactions for an aggregate purchase price of $1,934,117.15, including brokerage commissions. Funding for the purchases of the Common Stock was from Verde’s working capital.

On February 13, 2024, Verde purchased 200,000 shares of Common Stock in open market transactions for an aggregate purchase price of $2,543,220.00, including brokerage commissions. Funding for the purchases of the Common Stock was from Verde’s working capital.

On February 16, 2024, Verde purchased 200,000 shares of Common Stock in open market transactions for an aggregate purchase price of $2,583,978.40, including brokerage commissions. Funding for the purchases of the Common Stock was from Verde’s working capital.

On February 20, 2024, Verde purchased 200,000 shares of Common Stock in open market transactions for an aggregate purchase price of $2,510,260.00, including brokerage commissions. Funding for the purchases of the Common Stock was from Verde’s working capital.

Item 5. Interest in Securities of the Issuer

Item 5 of the Original Schedule 13D is hereby amended and supplemented to include the following information:

The information set forth in Item 3 and on the cover pages of this Amendment No. 1 is incorporated by reference in its entirety into this Item 5.

 

(c)

The transactions effected by the Reporting Persons in respect of the Issuer’s Common Stock since the most recent filing of the Reporting Persons on Original Schedule 13D are set forth on the following table. All purchases provided below were made by the Reporting Persons in open market transactions at prevailing markets prices.

Verde Investments, Inc.

 

Nature of Transaction		Transaction Date				Number of Shares				Total Purchase Amount ($)				Price Per Share ($)				Price Per Share Range
Purchase of Common Stock on Open Market			1/17/2024				44,214			$	572,925.01			$	12.95			$	12.86 - $13.00
Purchase of Common Stock on Open Market			2/1/2024				10,574			$	136,835.40			$	12.94			$	12.885 - $13.00
Purchase of Common Stock on Open Market			2/2/2024				68,526			$	887,484.82			$	12.95			$	12.855 - $13.00
Purchase of Common Stock on Open Market			2/7/2024				194,217			$	2,472,149.35			$	12.72			$	12.54 - $12.85
Purchase of Common Stock on Open Market			2/9/2024				151,717			$	1,934,117.15			$	12.74			$	12.585 - $12.85
Purchase of Common Stock on Open Market			2/13/2024				200,000			$	2,543,220.00			$	12.71			$	12.51 - $12.87
Purchase of Common Stock on Open Market			2/16/2024				200,000			$	2,583,978.40			$	12.91			$	12.72 - $13.00
Purchase of Common Stock on Open Market			2/20/2024				200,000			$	2,510,260.00			$	12.55			$	12.395 - $12.67

Arturo R. Moreno

 

Nature of Transaction		Transaction Date				Number of Shares				Total Purchase Amount ($)				Price Per Share ($)				Price Per Share Range
Purchase of Common Stock on Open Market			10/26/2023				100,000			$	978,000.00			$	9.78			$	9.78 - $9.785
Purchase of Common Stock on Open Market			10/26/2023				182,049			$	1,805,926.08			$	9.92			$	9.90 - $9.935
Purchase of Common Stock on Open Market			10/26/2023				17,951			$	175,560.78			$	9.78			$	9.78
Purchase of Common Stock on Open Market			10/27/2023				100,000			$	971,000.00			$	9.71			$	9.71
Purchase of Common Stock on Open Market			11/1/2023				100,000			$	985,000.00			$	9.85			$	9.845 - $9.85
Purchase of Common Stock on Open Market			2/5/2024				100,000			$	1,278,000.00			$	12.78			$	12.76 - $12.79

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 21, 2024