Item 3.03. Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

As previously disclosed, at the Lee Enterprises, Incorporated (the "Company") annual meeting of shareholders held on February 25, 2021, the shareholders of the Company granted the Company's Board of Directors (the "Board") discretionary authority to effect a reverse stock split of the Company's Common Stock.

Pursuant to such authority granted by the Company's shareholders, on February 25, 2021, the Board approved a one-for-ten (1:10) reverse stock split (the "Reverse Stock Split") of the Company's Common Stock and the filing of a Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation (the "Amendment") to effectuate the Reverse Stock Split. The Amendment was filed with the Secretary of State of the State of Delaware and the Reverse Stock Split was effective in accordance with the terms of the Amendment on 5:00 p.m. Eastern Time on March 12, 2021 (the "Effective Time"). The Amendment provides that, at the Effective Time, every 10 shares of the Company's issued and outstanding Common Stock are automatically combined into one issued and outstanding share of Common Stock, without change in the par value per share.

As a result of the Reverse Stock Split, the number of authorized shares of Common Stock have been reduced from 120 million shares to 12 million shares of Common Stock and the number of authorized shares of Class B Common Stock have been reduced from 30 million shares to 3 million shares of Class B Common Stock.

Fractional shares will be issued in connection with the Reverse Stock Split to the extent permissible under the rules of any applicable securities depository or other settlement system. To the extent fractional shares resulting from the Reverse Stock Split are not permitted by the rules of any applicable securities depository or other settlement system, those fractional shares shall be rounded up to the nearest whole share.

The foregoing description of the Certificate of Amendment is a summary of the material terms thereof, does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.




Item 8.01. Other Events.

On March 9, 2021, the Company filed a Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effectuate a one-for-ten reverse stock split of its Common Stock (the "Reverse Stock Split"). The Reverse Stock Split took effect at 5:00 p.m. Eastern Time on March 12, 2021, and the Company's Common Stock will open for trading on the New York Stock Exchange on March 15, 2021.

As a result of the Reverse Stock Split, every 10 shares of the Company's Common Stock issued and outstanding prior to the opening of trading on March 15, 2021, are consolidated into one issued and outstanding share, with no change in the par value per share. Fractional shares will be issued in connection with the Reverse Stock Split to the extent permissible under the rules of any applicable securities depository or other settlement system. To the extent fractional shares resulting from the Reverse Stock Split are not permitted by the rules of any applicable securities depository or other settlement system, those fractional shares shall be rounded up to the nearest whole share.

As a result of the Reverse Stock Split, the number of authorized shares of Common Stock have been reduced from 120 million shares to 12 million shares of Common Stock and the number of authorized shares of Class B Common Stock have been reduced from 30 million shares to 3 million shares of Class B Common Stock.

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Safe Harbor

The information provided in this Report and attached Exhibits may include forward-looking statements relating to future events or the future financial performance of the Company. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Words such as "anticipates," "plans," "expects," "intends," "will," "potential," "hope" and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon current expectations of the Company and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties. Detailed information regarding factors that may cause actual results to differ materially from the results expressed or implied by statements in report relating to the Company may be found in the Company's periodic filings with the Commission, including the factors described in the sections entitled "Risk Factors," copies of which may be obtained from the SEC's website at www.sec.gov. The Company does not undertake any obligation to update forward-looking statements contained in this Report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



    The following exhibits are filed as part of this Report.

     3.1       Certificate of Amendment to the Amended and Restated Certificate
    of Incorporation of Lee Enterprises, Incorporated, effective  as of March 12,
    2021

     104    Cover Page Interactive Data File (embedded within the Inline XBRL
    document)

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