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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol E.W. SCRIPPS Co [ SSP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 03/02/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 03/02/2021 | J(1) | 355,851 | D | $20.075 | 0 | I | By GRAT | ||
Class A Common Shares, $.01 par value per share | 03/02/2021 | J(1) | 355,851 | A | $20.075 | 653,304(2) | D | |||
Common Voting Shares, $.01 par value per share | 534,664(3) | D | ||||||||
Class A Common Shares, $.01 par value per share | 100 | I | Through Child | |||||||
Class A Common Shares, $.01 par value per share | 100 | I | Through Child |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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. On March 2, 2021, the reporting person exchanged assets of equal value for 355,851 Class A Common Shares, which were valued based on the average of the high and low market price of the Class A Common Shares on such date, with a grantor retained annuity trust of which the reporting person is trustee (the "2019 GRAT"). As a result, these Class A Common Shares are again directly owned by the reporting person. |
2. Immediately following the transactions reported on the reporting person's previously filed Form 4, the reporting person: (i) directly held 100 Class A Common Shares, and (ii) indirectly held 653,204 Class A Common Shares through a grantor retained trust of which the reporting person is trustee (the "2016 GRAT"). Since that last filing, the reporting person received all Class A Common Shares held by the 2016 GRAT in satisfaction of the 2016 GRAT's annuity obligations. On August 16, 2019, the reporting person contributed 653,204 Class A Common Shares to the 2019 GRAT, but 297,353 of such shares were delivered back to the reporting person on August 17, 2020 in satisfaction of the 2019 GRAT's annuity obligations. |
3. Immediately following the transactions reported on the reporting person's previously filed Form 4, the reporting person: (i) directly held 289,819 Common Voting Shares and (ii) indirectly held 244,845 Common Voting Shares through the 2016 GRAT. Since that last filing, the reporting person received all Common Voting Shares held by the 2016 GRAT in satisfaction of the 2016 GRAT's annuity obligations. |
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, as amended on March 29, 2017, to which the reporting person is a party. The reporting person filed a Schedule 13D with the Commission on January 24, 2013, as last amended on September 28, 2020. |
/s/ Tracy Tunney Ward on behalf of Miramar Services, Inc. as Attorney-in-Fact for J. Sebastian Scripps | 03/04/2021 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |