Journal Communications (JRN) Form 4 JOURNAL COMMUNICATIONS / Andre J Fernandez ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Fernandez Andre J

(Last) (First) (Middle)

JOURNAL COMMUNICATIONS, INC.

333 W. STATE ST.

(Street)

MILWAUKEE WI 53203

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
JOURNAL COMMUNICATIONS INC [ JRN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Pres & Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2015

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock								2,500	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Units	(1)	03/13/2015		M			16,100	(1)	(1)	Class B Common Stock	16,100	$0	0	D
Class B Common Stock	(2)	03/13/2015		M		24,150(3)		(2)	(2)	Class A Common Stock	24,150	$0	318,826	D
Class B Common Stock	(2)	03/13/2015		F(4)			10,892	(2)	(2)	Class A Common Stock	10,892	$13.12	307,934	D
Performance Units	(5)							(5)	(5)	Class B Common Stock	11,352		11,352	D
Performance Units	(6)							(6)	(6)	Class B Common Stock	16,035		16,035	D

Explanation of Responses:

1. Performance units granted March 19, 2012 to the reporting person under the Journal Communications, Inc. 2007 Omnibus Incentive Plan. The performance units vest in 2015 if the performance target is achieved.

2. The Class B Common Stock is convertible into Class A Common Stock (subject to certain limitations specified in the Issuer's Amended and Restated Articles of Incorporation) on a 1-for-1 basis at no cost.

3. The Company's level of attainment of specified performance goals for the three-year period beginning December 26, 2011 and ending December 28, 2014 were exceeded with the reporting person earning 150% of the target award in accordance with performance metrics pursuant to the Journal Communications, Inc. 2007 Omnibus Incentive Plan.

4. Reflects payment of tax liability by withholding shares of stock incident to the vesting of performance units.

5. Performance units granted March 6, 2014 to the reporting person under the Journal Communications, Inc. 2007 Omnibus Incentive Plan. The performance units vest in 2017 if the performance target is achieved.

6. Performance units granted March 11, 2013 to the reporting person under the Journal Communications, Inc. 2007 Omnibus Incentive Plan. The performance units vest in 2016 if the performance target is achieved.

Remarks:

	/s/ Russell E. Ryba, Attorney-in-Fact for Andre J. Fernandez	03/17/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
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