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[SCHEDULE 13D/A] OUTFRONT Media Inc. SEC Filing

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Amendment No. 4 to a Schedule 13D reports that multiple Providence Equity-related investment vehicles (the "PEP SPVs") executed an unregistered block trade on September 3, 2025, selling specified amounts of OUTFRONT Media Inc. common stock at $18.06 per share. The filing lists current beneficial ownership by each reporting person and states the aggregate PEP position as 8,919,813 shares, representing 5.3% of the 167,224,576 shares outstanding used for the percentage calculation. The filing also notes that Mr. Michael J. Dominguez, a director of a Providence entity and of OUTFRONT, beneficially owns 41,199 shares held for affiliated funds. The statement clarifies control relationships among the Providence entities and disclaims beneficial ownership where applicable.

Positive

  • Full disclosure of a block trade including number of shares sold and per-share price ($18.06)
  • Detailed per-entity holdings provided, allowing clear calculation of ownership by each Providence vehicle
  • Aggregate ownership disclosed as 8,919,813 shares, equal to 5.3% of outstanding shares used for the calculation
  • Clear statement of control relationships among Providence entities, aiding governance transparency

Negative

  • Multiple PEP SPVs sold shares in an unregistered block trade, which reduced direct holdings by those vehicles
  • Public filing shows director-affiliate holdings (Mr. Michael J. Dominguez: 41,199 shares), which could raise questions about affiliated insider holdings

Insights

TL;DR: Providence vehicles sold a block of OUT shares; aggregate Providence stake is 5.3%, with detailed per-vehicle holdings disclosed.

The filing documents a disciplined, disclosed block sale of OUTFRONT (OUT) shares at $18.06 per share by several PEP SPVs. It simultaneously updates per-entity holdings and confirms an aggregate beneficial ownership of 8,919,813 shares (5.3% of the stated outstanding). For analysts this is a routine institutional liquidity event with full Section 13D disclosure: it provides clear share counts by vehicle and clarifies governance/control relationships among Providence entities, which helps model potential shareholder influence but does not by itself indicate strategic change in control or a material shift in voting alignment.

TL;DR: Filing clarifies ownership structure and voting/control relationships; sale was an unregistered Rule 144 block trade.

The amendment is governance-relevant because it updates ownership percentages across multiple affiliated entities and expressly describes which entities share voting and dispositive control. It discloses an unregistered block trade under Rule 144 by specific PEP SPVs, while several entities disclaim beneficial ownership of other SPVs' holdings. That level of transparency is useful for evaluating potential coordinated voting, director-affiliate holdings (notably Mr. Dominguez's 41,199 shares held for funds) and any future covenant or investor-relations implications, but the filing contains no indication of an intent to seek control changes.






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 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).






SCHEDULE 13D




Comment for Type of Reporting Person:
Row 13 - The ownership percentage set forth herein for Providence Equity Partners VIII-A L.P.. is calculated based on a total of 167,224,576 shares of Common Stock outstanding as of August 5, 2025, as reported in the Issuer's Form 10-Q filed with the Securites and Exchange Commission on August 6, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 13 - The ownership percentage set forth herein for PEP VIII International Ltd. is calculated based on a total of 167,224,576 shares of Common Stock outstanding as of August 5, 2025, as reported in the Issuer's Form 10-Q filed with the Securites and Exchange Commission on August 6, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 13 - The ownership percentage set forth herein for Providence Equity GP VIII L.P. is calculated based on a total of 167,224,576 shares of Common Stock outstanding as of August 5, 2025, as reported in the Issuer's Form 10-Q filed with the Securites and Exchange Commission on August 6, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 13 - The ownership percentage set forth herein for PEP VIII (Scotland) International Ltd. is calculated based on a total of 167,224,576 shares of Common Stock outstanding as of August 5, 2025, as reported in the Issuer's Form 10-Q filed with the Securites and Exchange Commission on August 6, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 13 - The ownership percentage set forth herein for Providence Equity GP VIII (Scotland) L.P. is calculated based on a total of 167,224,576 shares of Common Stock outstanding as of August 5, 2025, as reported in the Issuer's Form 10-Q filed with the Securites and Exchange Commission on August 6, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 13 - The ownership percentage set forth herein for Providence Equity Partners VIII (Scotland) L.P. is calculated based on a total of 167,224,576 shares of Common Stock outstanding as of August 5, 2025, as reported in the Issuer's Form 10-Q filed with the Securites and Exchange Commission on August 6, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 13 - The ownership percentage set forth herein for PEP VIII Intermediate 5 L.P. is calculated based on a total of 167,224,576 shares of Common Stock outstanding as of August 5, 2025, as reported in the Issuer's Form 10-Q filed with the Securites and Exchange Commission on August 6, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 13 - The ownership percentage set forth herein for PEP VIII Intermediate 6 L.P. is calculated based on a total of 167,224,576 shares of Common Stock outstanding as of August 5, 2025, as reported in the Issuer's Form 10-Q filed with the Securites and Exchange Commission on August 6, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 13 - The ownership percentage set forth herein for PEP VIII Advertising Co-Investment L.P. is calculated based on a total of 167,224,576 shares of Common Stock outstanding as of August 5, 2025, as reported in the Issuer's Form 10-Q filed with the Securites and Exchange Commission on August 6, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 13 - The ownership percentage set forth herein for PEP VIII GP LLC is calculated based on a total of 167,224,576 shares of Common Stock outstanding as of August 5, 2025, as reported in the Issuer's Form 10-Q filed with the Securites and Exchange Commission on August 6, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 13 - The ownership percentage set forth herein for PEP VIII-A SPV, L.P. is calculated based on a total of 167,224,576 shares of Common Stock outstanding as of August 5, 2025, as reported in the Issuer's Form 10-Q filed with the Securites and Exchange Commission on August 6, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 13 - The ownership percentage set forth herein for PEP VIII (Scotland) SPV L.P. is calculated based on a total of 167,224,576 shares of Common Stock outstanding as of August 5, 2025, as reported in the Issuer's Form 10-Q filed with the Securites and Exchange Commission on August 6, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 13 - The ownership percentage set forth herein for PEP VIII SPV, L.P. is calculated based on a total of 167,224,576 shares of Common Stock outstanding as of August 5, 2025, as reported in the Issuer's Form 10-Q filed with the Securites and Exchange Commission on August 6, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 13 - The ownership percentage set forth herein for PEP VIII-A AIV SPV, L.P. is calculated based on a total of 167,224,576 shares of Common Stock outstanding as of August 5, 2025, as reported in the Issuer's Form 10-Q filed with the Securites and Exchange Commission on August 6, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 13 - The ownership percentage set forth herein for PEP VIII Co-Invest SPV, L.P. is calculated based on a total of 167,224,576 shares of Common Stock outstanding as of August 5, 2025, as reported in the Issuer's Form 10-Q filed with the Securites and Exchange Commission on August 6, 2025.


SCHEDULE 13D


Providence Equity Partners VIII-A L.P.
Signature:/s/ Sarah N. Conde
Name/Title:Sarah N. Conde / Authorized Signatory
Date:09/05/2025
PEP VIII International Ltd.
Signature:/s/ Sarah N. Conde
Name/Title:Sarah N. Conde / Authorized Signatory
Date:09/05/2025
Providence Equity GP VIII L.P.
Signature:/s/ Sarah N. Conde
Name/Title:Sarah N. Conde / Authorized Signatory
Date:09/05/2025
PEP VIII (Scotland) International Ltd.
Signature:/s/ Sarah N. Conde
Name/Title:Sarah N. Conde/ Authorized Signatory
Date:09/05/2025
Providence Equity GP VIII (Scotland) L.P.
Signature:/s/ Sarah N. Conde
Name/Title:Sarah N. Conde/ Authorized Signatory
Date:09/05/2025
Providence Equity Partners VIII (Scotland) L.P.
Signature:/s/ Sarah N. Conde
Name/Title:Sarah N. Conde/ Authorized Signatory
Date:09/05/2025
PEP VIII Intermediate 5 L.P.
Signature:/s/ Sarah N. Conde
Name/Title:Sarah N. Conde/ Authorized Signatory
Date:09/05/2025
PEP VIII Intermediate 6 L.P.
Signature:/s/ Sarah N. Conde
Name/Title:Sarah N. Conde/ Authorized Signatory
Date:09/05/2025
PEP VIII Advertising Co-Investment L.P.
Signature:/s/ Sarah N. Conde
Name/Title:Sarah N. Conde/ Authorized Signatory
Date:09/05/2025
PEP VIII GP LLC
Signature:/s/ Sarah N. Conde
Name/Title:Sarah N. Conde/ Authorized Signatory
Date:09/05/2025
PEP VIII-A SPV, L.P.
Signature:/s/ Sarah N. Conde
Name/Title:Sarah N. Conde
Date:09/05/2025
PEP VIII (Scotland) SPV, L.P.
Signature:/s/ Sarah N. Conde
Name/Title:Sarah N. Conde
Date:09/05/2025
PEP VIII SPV, L.P.
Signature:/s/ Sarah N. Conde
Name/Title:Sarah N. Conde
Date:09/05/2025
PEP VIII-A AIV SPV, L.P.
Signature:/s/ Sarah N. Conde
Name/Title:Sarah N. Conde
Date:09/05/2025
PEP VIII Co-Invest SPV, L.P.
Signature:/s/ Sarah N. Conde
Name/Title:Sarah N. Conde
Date:09/05/2025

FAQ

What did Providence Equity disclose in the Schedule 13D/A for OUT (OUTFRONT)?

The filing amends a prior Schedule 13D to disclose that several Providence Equity SPVs sold shares in an unregistered block trade at $18.06 per share and to update each reporting person's beneficial ownership.

How many OUT shares does Providence Equity beneficially own after the amendment?

The filing states the Reporting Persons in the aggregate beneficially own 8,919,813 shares, representing 5.3% of the 167,224,576 shares used for the calculation.

Which Providence entities sold shares and how many did each sell?

The filing discloses that on September 3, 2025, PEP VIII (Scotland) SPV, PEP VIII Co-Invest SPV, PEP VIII SPV, PEP VIII-A AIV SPV and PEP VIII-A SPV sold 34,791; 1,527,273; 3,377,747; 1,154,496; and 2,305,693 shares, respectively.

At what price were the OUTFRONT shares sold in the reported block trade?

The disclosed sale price for the unregistered block trade was $18.06 per share.

Does the filing indicate any change in control or coordinated intent by Providence Equity?

The filing clarifies control relationships and disclaims certain beneficial ownerships but contains no express statement of intent to change or seek control of OUTFRONT.
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