The E.W. Scripps Company (SSP) Form 4 E.W. SCRIPPS / EDWARD W SCRIPPS 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^*

SCRIPPS EDWARD W

(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
E.W. SCRIPPS Co [ SSP ]

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)
05/16/2019

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	05/16/2019		J(1)		188,202	D	$17.495	0	I(2)	By GRAT
Class A Common Shares, $.01 par value per share	05/16/2019		J(1)		188,202	A	$17.495	683,915	D(2)
Common Voting Shares, $.01 par value per share	05/16/2019		J(3)		296,850	D	$17.495	0	I(2)	By GRAT
Common Voting Shares, $.01 par value per share	05/16/2019		J(3)		296,850	A	$17.495	617,296	D(2)

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. On May 16, 2019, the reporting person exchanged assets of equal value for 188,202 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. 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 673,254 Class A Common Shares and 31,177 Common Voting Shares; and (ii) indirectly held 10,661 Class A Common Shares and 586,119 Common Voting Shares through a grantor-retained annuity trust of which the reporting person was trustee ("2016 GRAT"). Since that last filing, the reporting person: (a) received all shares held by the 2016 GRAT in satisfaction of the 2016 GRAT's annuity obligations; and (b) contributed 188,202 Class A Common Shares and 296,850 Common Voting Shares on May 14, 2018 to a separate grantor-retained annuity trust of which the reporting person is trustee ("2018 GRAT"). Thus, the reporting person indirectly held all shares in the 2018 GRAT and directly held all other shares immediately prior to the transactions reported on this Form 4, and there has been no change in the aggregate number of shares reported since the last filing.

3. On May 16, 2019, the reporting person exchanged assets of equal value for 296,850 Common Voting 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. As a result, these Common Voting Shares are again directly owned by the reporting person.

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 January 11, 2019.

	/s/ Tracy Tunney Ward on behalf of Miramar Services, Inc. as Attorney-In-Fact for Edward W. Scripps, Jr.	05/20/2019
	** 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).
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