SC 13G 1 aud-sc13g_123121.htm SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2.

Audacy, Inc.

(Name of Issuer)

CLASS A COMMON STOCK

(Title of Class of Securities)

05070N103

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this 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 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 (as amended, 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 (however, see the Notes).

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CUSIP No. 05070N103

13G

Page 2 of 7 pages

NAMES OF REPORTING PERSONS

CONTRARIUS INVESTMENT MANAGEMENT LIMITED

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) ☒

(b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Jersey, Channel Islands

NUMBERS OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH:

SOLE VOTING POWER 0

SHARED VOTING POWER 11,097,707

SOLE DISPOSITIVE POWER 0

SHARED DISPOSITIVE POWER 11,097,707

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,097,707

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.1%

TYPE OF REPORTING PERSON (See Instructions)

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CUSIP No. 05070N103

13G

Page 3 of 7 pages

NAMES OF REPORTING PERSONS

CONTRARIUS INVESTMENT MANAGEMENT (BERMUDA) LIMITED

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) ☒

(b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Bermuda

NUMBERS OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH:

SOLE VOTING POWER 0

SHARED VOTING POWER 11,097,707

SOLE DISPOSITIVE POWER 0

SHARED DISPOSITIVE POWER 11,097,707

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,097,707

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.1%

TYPE OF REPORTING PERSON (See Instructions)

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SCHEDULE 13G

Item 1(a). Name of Issuer:

Audacy, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

2400 Market Street, 4th Floor, Philadelphia, Pennsylvania 19103

Item 2(a). Name of Person Filing:

Contrarius Investment Management Limited

Contrarius Investment Management (Bermuda) Limited

Item 2(b). Address of Principal Business Office or, if None, Residence:

Contrarius Investment Management Limited - 2 Bond Street, St. Helier, Jersey JE2 3NP, Channel Islands

Contrarius Investment Management (Bermuda) Limited – Waterloo House, 100 Pitts Bay Road, Pembroke HM 08 Bermuda

Item 2(c). Citizenship:

Contrarius Investment Management Limited is a company organized under the laws of Jersey, Channel Islands.

Contrarius Investment Management (Bermuda) Limited is a company organized under the laws of Bermuda.

Item 2(d). Title of Class of Securities:

Class A Common Stock

Item 2(e). CUSIP Number:

05070N103

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:

(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).

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).

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(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 association as defined in Section 3 (b) of the Federal 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) ☒

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).

(k) ☒

Group, in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: Equivalent to IA.

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned: 11,097,707

(b) Percent of class: 8.1%

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 11,097,707

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 11,097,707

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 5 percent of the class of securities, check the following ☐.

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Item 6. Ownership of More than Five Percent on Behalf of Another Person

Other persons have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of the 11,097,707 shares of Class A Common Stock of Audacy, Inc. beneficially owned by Contrarius Investment Management Limited and Contrarius Investment Management (Bermuda) Limited.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

N/A

Item 8. Identification and Classification of Members of the Group.

Contrarius Investment Management Limited and Contrarius Investment Management (Bermuda) Limited are together making this filing because they may be deemed to constitute a “group” for the purposes of section 13(d)(3) of the Act.

Item 9. Notice of Dissolution of Group.

N/A

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Contrarius Investment Management Limited and Contrarius Investment Management (Bermuda) Limited is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

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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.

	xx February 2022

	CONTRARIUS INVESTMENT MANAGEMENT LIMITED

	By:	/s/ Thomas Daniel Perkins
	Name: Thomas Daniel Perkins
	Title: Director

	xx February 2022

	CONTRARIUS INVESTMENT MANAGEMENT (BERMUDA) LIMITED

	By:	/s/ Matt De Kock
	Name: Matt De Kock
	Title: Director

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SEC Form SC 13G filed by Audacy