Journal Communications (JRN) Form 4 JOURNAL COMMUNICATIONS / ELIZABETH BRENNER 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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X

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^*

BRENNER ELIZABETH

(Last) (First) (Middle)

333 WEST STATE STREET

(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)
Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2015

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	03/31/2015		J(1)		1,767	D	$0	0	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	(2)	03/31/2015		M			12,243	(2)	(2)	Class B Common Stock	12,243	$0	0	D
Performance Units	(3)	03/31/2015		M			8,289	(3)	(3)	Class B Common Stock	8,289	$0	0	D
Class B Common Stock	(4)	03/31/2015		M		8,165(5)		(4)	(4)	Class A Common Stock	8,165	$0	234,276	D
Class B Common Stock	(4)	03/31/2015		M		3,450(5)		(4)	(4)	Class A Common Stock	3,450	$0	237,726	D
Class B Common Stock	(4)	03/31/2015		F(6)			4,066	(4)	(4)	Class A Common Stock	4,066	$14.82	233,660	D
Class B Common Stock	(4)	03/31/2015		F(7)			3,401	(4)	(4)	Class A Common Stock	3,401	$14.82	230,259	D
Class B Common Stock	(4)	03/31/2015		J(1)			230,259	(4)	(4)	Class A Common Stock	230,259	$0	0	D
Stock Appreciation Right(8)	$13.31	03/31/2015		J(9)			65,000	(9)	02/16/2017	Class B Common Stock	65,000	$0	0	D
Stock Appreciation Right(8)	(10)	03/31/2015		J(9)			20,000	(9)	02/16/2017	Class B Common Stock	20,000	$0	0	D

Explanation of Responses:

1. The shares of Journal Communications, Inc. stock were converted into shares of Journal Media Group, Inc. and The E.W. Scripps Company in connection with the closing of the transactions between Journal Communications and The E.W. Scripps Company (the "Transactions").

2. Performance units granted March 11, 2013 to the reporting person under the Journal Communications, Inc. 2007 Omnibus Incentive Plan.

3. Performance units granted March 6, 2014 to the reporting person under the Journal Communications, Inc. 2007 Omnibus Incentive Plan.

4. 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.

5. The performance units were prorated based on the length of time within the performance period that had elapsed prior to the closing date of the Transactions.

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

7. Reflects payment of tax liability by withholding shares of stock incident to the vesting of restricted stock.

8. The stock appreciation right was granted February 16, 2007 to the reporting person under the Journal Communications, Inc. 2003 Equity Incentive Plan.

9. In connection with the Transactions, all stock appreciation rights were fully vested as of March 30, 2015. All outstanding stock appreciation rights were cancelled and the reporting person received a cash payment.

10. The stock appreciation right has an escalating base value which starts with $13.31, the closing price of the Company's Class A Common Stock on the date of grant, and increases by 6% per year for each year that the stock appreciation right remains outstanding, starting on the first anniversary of the grant date.

Remarks:

	/s/ Russell E. Ryba, Attorney-in-Fact for Elizabeth Brenner	04/03/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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