Edgar Filing: GALLOWAY SCOTT

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â HARBERT MANAGEMENT CORP

2. Date of Event Requiring Statement (Month/Day/Year)
02/11/2008

3. Issuer Name and Ticker or Trading Symbol
NEW YORK TIMES CO [NYT]

(Last)

(First)

(Middle)

ONE RIVERCHASE PARKWAY SOUTH,Â

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
* See Remarks

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

BIRMINGHAM,Â ALÂ 35244

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock (par value $0.10 per share)	2,433,522	I	See Notes ⁽¹⁾ ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾
Class A Common Stock (par value $0.10 per share)	1,216,761	I	See Notes ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Class A Common Stock (par value $0.10 per share)	10,988,917	I	See Notes ⁽¹⁾ ⁽⁴⁾ ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Equity Swap	Â ⁽⁶⁾	Â ⁽⁶⁾	Class A Common Stock	229,545	$ ⁽⁶⁾	I	See Notes ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾
Equity Swap	Â ⁽⁶⁾	Â ⁽⁶⁾	Class A Common Stock	450,000	$ ⁽⁶⁾	I	See Notes ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾
Equity Swap	Â ⁽⁶⁾	Â ⁽⁶⁾	Class A Common Stock	585,720	$ ⁽⁶⁾	I	See Notes ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾
Equity Swap	Â ⁽⁷⁾	Â ⁽⁷⁾	Class A Common Stock	320,455	$ ⁽⁷⁾	I	See Notes ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Equity Swap	Â ⁽⁷⁾	Â ⁽⁷⁾	Class A Common Stock	300,000	$ ⁽⁷⁾	I	See Notes ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Equity Swap	Â ⁽⁷⁾	Â ⁽⁷⁾	Class A Common Stock	390,480	$ ⁽⁷⁾	I	See Notes ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HARBERT MANAGEMENT CORP ONE RIVERCHASE PARKWAY SOUTH BIRMINGHAM,Â ALÂ 35244	Â	Â X	Â	* See Remarks
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC 555 MADISON AVENUE 16TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â X	Â	* See Remarks
HARBINGER CAPITAL PARTNERS OFFSHORE MANAGER, L.L.C. ONE RIVERCHASE PARKWAY SOUTH BIRMINGHAM,Â ALÂ 35244	Â	Â X	Â	* See Remarks
HMC INVESTORS, L.L.C. ONE RIVERCHASE PARKWAY SOUTH BIRMINGHAM,Â ALÂ 35244	Â	Â X	Â	* See Remarks
HMC - NEW YORK, INC. 555 MADISON AVENUE 16TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â X	Â	* See Remarks
FALCONE PHILIP 555 MADISON AVE 16TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â X	Â	* See Remarks
HARBERT RAYMOND J ONE RIVERCHASE PARKWAY SOUTH BIRMINGHAM,Â ALÂ 35244	Â	Â X	Â	* See Remarks
LUCE MICHAEL D ONE RIVERCHASE PARKWAY SOUTH BIRMINGHAM,Â ALÂ 35244	Â	Â X	Â	* See Remarks
FIREBRAND INVESTMENTS, LLC 210 LITTLE NOYAC PATH WATER MILL NEW YORK,Â NYÂ 11976	Â	Â X	Â	* See Remarks
GALLOWAY SCOTT 40 WEST 4TH STREET NEW YORK,Â NYÂ 10014	Â	Â X	Â	* See Remarks

Signatures

Harbert Management Corporation, By: /s/ William R. Lucas, Jr., Executive Vice President		02/14/2008
^**Signature of Reporting Person		Date
Harbinger Capital Partners Special Situations GP, LLC, By: HMC-New York, Inc., Managing Member, By: /s/ William R. Lucas, Jr., Executive Vice President		02/14/2008
^**Signature of Reporting Person		Date
Harbinger Capital Partners Offshore Manager, L.L.C., By: HMC Investors, L.L.C., Managing Member, By: /s/ William R. Lucas, Jr., Executive Vice President		02/14/2008
^**Signature of Reporting Person		Date
HMC Investors, L.L.C., By: /s/ William R. Lucas, Jr., Executive Vice President		02/14/2008
^**Signature of Reporting Person		Date
HMC-New York, Inc., By: /s/ William R. Lucas, Jr., Executive Vice President		02/14/2008
^**Signature of Reporting Person		Date
/s/ Philip Falcone		02/14/2008
^**Signature of Reporting Person		Date
/s/ Raymond J. Harbert		02/14/2008
^**Signature of Reporting Person		Date
/s/ Michael D. Luce		02/14/2008
^**Signature of Reporting Person		Date
Firebrand Investments, LLC, By: /s/ Scott Galloway, Founder and CIO		02/14/2008
^**Signature of Reporting Person		Date
/s/ Scott Galloway		02/14/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Harbinger Capital Partners Master Fund I, Ltd., or the Master Fund, is the direct beneficial owner of 2,433,522 shares of the Issuer's class A common stock, or the Shares, Harbinger Capital Partners Special Situations Fund, L.P., or the Special Situations Fund, is the direct beneficial owner of 1,216,761 Shares and Harbinger Capital Partners NY, LLC, or the LLC, is the direct beneficial owner of 10,988,917 Shares. The Master Fund and the Special Situations Fund may be deemed to indirectly beneficially own certain of the shares directly beneficially owned by the LLC (See Note 4).
(2)	Harbinger Capital Partners Offshore Manager, L.L.C., or Harbinger Management, is the investment manager of the Master Fund. HMC Investors, L.L.C., or HMC Investors, is the managing member of Harbinger Management. Harbert Management Corporation, or HMC, is the managing member of HMC Investors. Philip Falcone is the portfolio manager of the Master Fund and a shareholder of HMC. Raymond J. Harbert and Michael D. Luce are shareholders of HMC. Each of Harbinger Management, HMC Investors, HMC, and Messrs. Falcone, Harbert and Luce may be deemed to beneficially own the securities owned directly or indirectly by the Master Fund. Such persons disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Echange Act of 1934, as amended, or for any other purpose.
(3)	Harbinger Capital Partners Special Situations GP, LLC, or HCPSS, is the general partner of the Special Situations Fund, HMC-New York, Inc., or HMCNY, is the managing member of HCPSS. HMC wholly owns HMCNY. Philip Falcone is the portfolio manager of the Special Situations Fund and is a shareholder of HMC. Raymond J. Harbert and Michael D. Luce are shareholders of HMC. Each of HCPSS, HMCNY, HMC, and Messrs. Falcone, Harbert and Luce may be deemed to beneficially own the securities owned directly or indirectly by the Special Situations Fund. Such persons disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(4)	The Master Fund, the Special Situations Fund and Firebrand Investments, LLC, or Firebrand Investments, are members of the LLC. Scott Galloway is the managing member of Firebrand Investments. The Master Fund has sole investment control over the securities directly owned by the LLC that were contributed to the LLC by the Master Fund or purchased using capital contributions of the Master Fund to the LLC. The Special Situations Fund has sole investment control over the securities directly beneficially owned by the LLC that were contributed to the LLC by the Special Situations Fund or purchased using capital contributions of the Special Situations Fund to the LLC. Firebrand Investments has sole investment control over the securities directly owned by the LLC that were contributed to the LLC by Firebrand Investments (or certain related investors) or purchased using capital contributions of Firebrand Investments (or certain related investors) to the LLC.
(5)	Under the terms of the operating agreement of the LLC, Firebrand Investments has an interest in the net profits from investments in the Issuer that are made by the Master Fund and the Special Situations Fund, including direct investments and indirect investments through the LLC. Mr. Galloway may be deemed to indirectly beneficially own securities that are beneficially owned by Firebrand Investments. Firebrand Investments and Mr. Galloway disclaim beneficial ownership of the securities beneficially owned by the LLC, the Master Fund and the Special Situations Fund, except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(6)	The Master Fund is a party to three total return swap agreements with a counterparty, pursuant to which the counterparty has agreed to pay the Master Fund an amount equal to any increase, and the Master Fund has agreed to pay the counterparty an amount equal to any decrease, in the official market price of an aggregate of 229,545, 450,000 and 585,720 notional shares above or below initial reference prices of $15.3044, $15.8483 and $15.9616, respectively, at the termination of the respective swap agreement. The Master Fund is not entitled to any dividends on the notional shares or the equivalent thereof. All balances will be cash settled, and neither party will acquire any voting or similar rights, or dispositive power over the shares. The swap agreements may be terminated by the Master Fund at any time.
(7)	The Special Situations Fund is a party to three total return swap agreements with a counterparty, pursuant to which the counterparty has agreed to pay the Special Situations Fund an amount equal to any increase, and the Special Situations Fund has agreed to pay the counterparty an amount equal to any decrease, in the official market price of an aggregate of 320,455, 300,000 and 390,480 notional shares above or below initial reference prices of $15.3044, $15.8483 and $15.9616, respectively, at the termination of the respective swap agreement. The Special Situations Fund is not entitled to any dividends on the notional shares or the equivalent thereof. All balances will be cash settled, and neither party will acquire any voting or similar rights, or dispositive power over the shares. The swap agreements may be terminated by the Special Situations Fund at any time.
Â Remarks: ()Â Â TheÂ ReportingÂ PersonsÂ andÂ theÂ otherÂ personsÂ referredÂ toÂ theÂ footnotesÂ toÂ thisÂ StatementÂ mayÂ beÂ deemedÂ toÂ beÂ membersÂ ofÂ a Â "group"Â forÂ purposesÂ ofÂ theÂ SecuritiesÂ ExchangeÂ ActÂ ofÂ 1934.Â EachÂ ReportingÂ PersonÂ disclaimsÂ beneficialÂ ownershipÂ ofÂ any Â securitiesÂ deemedÂ toÂ beÂ ownedÂ byÂ theÂ groupÂ thatÂ areÂ notÂ directlyÂ ownedÂ byÂ theÂ reportingÂ person.Â ThisÂ StatementÂ shallÂ notÂ be Â deemedÂ anÂ admissionÂ thatÂ suchÂ ReportingÂ PersonÂ isÂ aÂ memberÂ ofÂ aÂ groupÂ orÂ theÂ beneficialÂ ownerÂ ofÂ anyÂ securitiesÂ notÂ directly Â ownedÂ byÂ suchÂ ReportingÂ Person. (*)Â Â GivenÂ thatÂ theÂ EDGARÂ systemÂ limitsÂ theÂ numberÂ ofÂ filersÂ onÂ anÂ electronicÂ submissionÂ filedÂ underÂ SectionÂ 16Â toÂ aÂ maximum Â ofÂ ten,Â theÂ sharesÂ reportedÂ hereinÂ asÂ indirectlyÂ beneficiallyÂ ownedÂ byÂ HarbingerÂ CapitalÂ PartnersÂ OffshoreÂ Manager,Â L.L.C., Â HMCÂ Investors,Â L.L.C.,Â HarbingerÂ CapitalÂ PartnersÂ SpecialÂ SituationsÂ GP,Â LLC,Â HMC-NewÂ York,Â Inc.,Â HarbertÂ Management Â Corporation,Â PhilipÂ Falcone,Â RaymondÂ J.Â Harbert,Â MichaelÂ D.Â Luce,Â FirebrandÂ Investments,Â LLCÂ andÂ ScottÂ GallowayÂ areÂ also Â beingÂ reportedÂ onÂ aÂ separateÂ FormÂ 3Â asÂ directlyÂ beneficiallyÂ ownedÂ byÂ HarbingerÂ CapitalÂ PartnersÂ MasterÂ FundÂ I,Â Ltd., Â HarbingerÂ CapitalÂ PartnersÂ SpecialÂ SituationsÂ Fund,Â L.P.Â andÂ Â HarbingerÂ CapitalÂ PartnersÂ NY,Â LLC.

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