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) 05/05/2015 | ||||||||||||||||||||||||||
| 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 | 05/05/2015 | M | 3,649 | A | (1) | 3,649 | D | |||
| Class A Common Shares, $.01 par value per share | 06/12/2015 | G | 3,649 | D | $0.00 | 0 | D | |||
| Class A Common Shares, $.01 par value per share | 06/12/2015 | G | 3,649 | A | $0.00 | 65,103(2) | I | As Trustee | ||
| Common Voting Shares, $.01 par value per share | 232,678(3) | I | As Co-Trustee | |||||||
| Common Voting Shares, $.01 par value per share | 232,678(4) | I | As Co-Trustee | |||||||
| Common Voting Shares, $.01 par value per share | 232,678(5) | I | As Co-Trustee | |||||||
| Common Voting Shares, $.01 par value per share | 32,921(6) | I | As Co-Trustee | |||||||
| Common Voting Shares, $.01 par value per share | 22,520(7) | I | As Trustee | |||||||
| 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 | ||||||||
| Restricted Stock Units | (1) | 05/05/2015 | M | 3,649 | 05/05/2015 | 05/05/2015 | Restricted Stock Units | 3,649(8) | $0.00 | 0 | D | ||||
| Option | $8.75(9) | 06/13/2009 | 06/12/2018 | Class A Common Shares | 53,310(10) | 53,310 | D | ||||||||
| Option | $8.14(9) | 04/26/2008 | 04/25/2017 | Class A Common Shares | 10,661(10) | 10,661 | D | ||||||||
| Option | $8.78(9) | 05/04/2007 | 05/03/2016 | Class A Common Shares | 10,661(10) | 10,661 | D | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Restricted stock units convert into Class A Common Stock on a one-to-one basis. |
| 2. These shares are owned directly by The Paul K. Scripps Family 1994 Revocable Trust dated 2/7/1994 and indirectly by Paul K. Scripps, the Trustee of The Paul K. Scripps Family 1994 Revocable Trust dated 2/7/1994. |
| 3. These shares are owned directly by the John P. Scripps Trust FBO Barbara Scripps Evans U/A dated 2/10/77 and indirectly by Paul K. Scripps, a Co-Trustee of the John P. Scripps Trust FBO Barbara Scripps Evans U/A dated 2/10/77. |
| 4. These shares are owned directly by the John P. Scripps Trust FBO Paul K. Scripps U/A dated 2/10/77 and indirectly by Paul K. Scripps, a Co-Trustee of the John P. Scripps Trust FBO Paul K. Scripps U/A dated 2/10/77. |
| 5. These shares are owned directly by the John P. Scripps Trust FBO Peter M. Scripps U/A dated 2/10/77 and indirectly by Paul K. Scripps, a Co-Trustee of the John P. Scripps Trust FBO Peter M. Scripps U/A dated 2/10/77. |
| 6. These shares are owned directly by the John P. Scripps Trust FBO Exempt Trust U/A dated 2/10/77 and indirectly by Paul K. Scripps, a Co-Trustee of the John P. Scripps Trust Exempt Trust U/A dated 2/10/77. |
| 7. These shares are owned directly by the John P. Scripps Trust FBO Ellen McRae Scripps U/A dated 12/28/1984 and indirectly by Paul K. Scripps, the Trustee of the John P. Scripps Trust FBO Ellen McRae Scripps U/A dated 12/28/1984. |
| 8. The number of the reporting person's restricted stock units were automatically adjusted pursuant the issuer's 2010 Long-Term Incentive Plan, as amended, following the spin-off of the issuer's newspaper business on April 1, 2015. |
| 9. The exercise price of the reporting person's options were automatically adjusted pursuant the issuer's 2010 Long-Term Incentive Plan, as amended, following the spin-off of the issuer's newspaper business on April 1, 2015. |
| 10. The number of the reporting person's options were automatically adjusted pursuant the issuer's 2010 Long-Term Incentive Plan, as amended, following the spin-off of the issuer's newspaper business on April 1, 2015. |
| 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, August 5, 2014 and June 5, 2015. |
| /s/ Tracy Tunney Ward, on behalf of Miramar Services, Inc., as Attorney-in-fact for Paul K. Scripps | 07/23/2015 | |
| ** 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). | ||
| 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. | ||