Steven J Smith Form 4 JOURNAL COMMUNICATIONS / STEVEN J SMITH 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^*

SMITH STEVEN J

(Last) (First) (Middle)

JOURNAL COMMUNICATIONS, INC.

333 W. 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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman of the Board and CEO

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								100	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			37,100	(1)	(1)	Class B Common Stock	37,100	$0	0	D
Class B Common Stock	(2)	03/13/2015		M		55,650(3)		(2)	(2)	Class A Common Stock	55,650	$0	839,893	D
Class B Common Stock	(2)	03/13/2015		F(4)			28,020	(2)	(2)	Class A Common Stock	28,020	$13.12	811,873	D
Performance Units	(5)							(5)	(5)	Class B Common Stock	21,911		21,911	D
Performance Units	(6)							(6)	(6)	Class B Common Stock	32,780		32,780	D
Stock Appreciation Right(7)	$13.31							(8)	02/16/2017	Class B Common Stock	220,000		220,000	D
Stock Appreciation Right(7)	(9)							(8)	02/16/2017	Class B Common Stock	75,000		75,000	D
Stock Appreciation Right(10)	(11)							(12)	02/15/2018	Class B Common Stock	118,000		118,000	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.

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

8. The stock appreciation right vests and becomes exercisable in three equal annual installments on February 16, 2008, 2009 and 2010.

9. 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.

10. The stock appreciation right was granted February 15, 2008 to the reporting person under the Journal Communications, Inc. 2007 Omnibus Incentive Plan.

11. The stock appreciation right has an escalating base value which starts with $7.57, 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.

12. The stock appreciation right vests and becomes exercisable in three equal annual installments on February 15, 2009, 2010 and 2011.

Remarks:

	/s/ Russell E. Ryba, Attorney-in-Fact for Steven J. Smith	03/17/2015
	** 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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