Scripps Networks Interactive (SNI) Form 4 Scripps Networks Interactive / Julia Scripps Heidt 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^*

Heidt Julia Scripps

(Last) (First) (Middle)

C/O MIRAMAR SERVICES, INC.

250 GRANDVIEW AVE., SUITE 400

(Street)

FT. MITCHELL KY 41017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Scripps Networks Interactive, Inc. [ SNI ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2016

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 Shares, $.01 par value per share	09/16/2016		S		17,810	D	$60.9276(1)	208,766	D
Class A Common Shares, $.01 par value per share	09/16/2016		S		135,053	D	$60.3799(2)	73,713	D
Common Voting Shares, $.01 par value per share								171,863	I	By GRATs
Common Voting Shares, $.01 par value per share								630,134(3)	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

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.86 to $60.98, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes to this Form 4.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.86 to $60.85, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes to this Form 4.

3. 111,049 of these shares were previously reported as indirectly beneficially owned through a grantor-retained annuity trust ("GRAT"), but on September 4, 2016 such shares were delivered to the reporting person in satisfaction of the GRAT's annuity obligations. As a result, these Common Voting Shares are again directly owned by the reporting person (as reflected in the holdings reported in the reporting person's Form 4 filed on September 14, 2016).

Remarks:

The reporting person may be deemed to have shared voting power with respect to more than 10% of the Class A Common Shares of the Issuer (due solely to the convertibility of Common Voting Shares of the Company into Class A Common Shares on a share-for-share basis) due to the voting provisions of the Amended and Restated Scripps Family Agreement dated May 19, 2015, to which the reporting person is a party. The reporting person filed a Schedule 13D with the Commission on January 24, 2013, as amended March 18, 2013, September 20, 2013, April 1, 2014, July 7, 2014, October 10, 2014, January 14, 2015, June 5, 2015, October 1, 2015, December 31, 2015, and June 6, 2016.

	/s/ Tracy Tunney Ward on behalf of Miramar Services, Inc. as Attorney-In-Fact for Julia S. Heidt	09/19/2016
	** 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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