Carolyn Pione Micheli Form 4 E.W. SCRIPPS / Carolyn Pione Micheli 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^*

Micheli Carolyn Pione

(Last) (First) (Middle)

312 WALNUT STREET

28TH FLOOR

(Street)

CINCINNATI OH 45202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
E.W. SCRIPPS Co [ SSP ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Corp. Communications & IR

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2021

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	03/01/2021		C(1)		9,994	A	$20.28	28,267	D
Class A Common Shares, $.01 par value per share	03/01/2021		F(2)		4,838	D	$20.28	23,429	D
Common Voting Shares, $.01 par value per share								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
Restricted Stock Units	$20.28(1)	03/01/2021		C			3,328	03/01/2019	03/01/2021	Restricted Stock Units	3,328	$20.28	0	D
Restricted Stock Units	$20.28(1)	03/01/2021		C			2,334	03/01/2020	03/01/2022	Restricted Stock Units	2,334	$20.28	2,335	D
Restricted Stock Units	(3)	02/26/2021		J		7,136		03/01/2021	03/01/2024	Restricted Stock Units	7,136	$18.82	17,331	D
Restricted Stock Units	$20.28(1)	03/01/2021		C			4,332	03/01/2021	03/01/2024	Restricted Stock Units	4,332	$20.28	12,999	D
Restricted Stock Units	(4)	03/01/2021		A		6,708		03/01/2022	03/01/2025	Restricted Stock Units	6,708	$20.28	6,708	D

Explanation of Responses:

1. This transaction reflects the conversion of restricted stock units into Class A Common Shares.

2. The terms of this long-term incentive award mandate that the Company withhold shares to satisfy the reporting person's tax obligation.

3. Since the Company exceeded performance goals, additional restricted stock units were credited. This restricted stock award will vest in equal parts in 2021, 2022, 2023 and 2024. Upon vesting, each restricted stock unit will convert into one Class A Common Share of the Company.

4. This restricted stock unit award will vest in equal parts in 2022, 2023, 2024, and 2025. Upon vesting, each restricted stock unit will convert into one Class A Common Share of the Company.

Remarks:

	/s/ William Appleton, Attorney-in-fact for Carolyn Pione Micheli	03/02/2021
	** 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).
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