Statement of Changes in Beneficial Ownership (4)
March 28 2017 - 5:18PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
SCRIPPS PAUL K
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2. Issuer Name
and
Ticker or Trading Symbol
E.W. SCRIPPS Co
[
SSP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ARISTON SERVICES GROUP, LLC, 750 'B' STREET, SUITE 2630
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/1/2017
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(Street)
SAN DIEGO, CA 92101
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Shares, $.01 par value per share
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3/1/2017
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M
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10661
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A
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$8.14
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10661
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D
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Class A Common Shares, $.01 par value per share
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3/1/2017
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S
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3727
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D
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$23.4845
(1)
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6934
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D
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Class A Common Shares, $.01 par value per share
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70069
(2)
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I
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By trust
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Common Voting Shares, $.01 par value per share
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232678
(3)
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I
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As Co-Trustee
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Common Voting Shares, $.01 par value per share
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232678
(4)
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I
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As Co-Trustee
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Common Voting Shares, $.01 par value per share
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232678
(5)
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I
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As Co-Trustee
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Common Voting Shares, $.01 par value per share
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32921
(6)
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I
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As Co-Trustee
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Common Voting Shares, $.01 par value per share
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22520
(7)
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I
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As Trustee
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Option
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$8.14
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3/1/2017
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M
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10661
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4/26/2008
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4/25/2017
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Class A Common Shares
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10661
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$0.00
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0
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D
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Option
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$8.75
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6/13/2009
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6/12/2018
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Class A Common Shares
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53310
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53310
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D
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Explanation of Responses:
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(
1)
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The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $23.48 to $23.502, 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.
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(
2)
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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. 4,966 of these shares were previously reported as directly held by Paul K. Scripps, but were contributed to The Paul K. Scripps Family 1994 Revocable Trust dated 2/7/1994 on April 18, 2016.
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(
3)
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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.
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(
4)
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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.
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(
5)
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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.
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(
6)
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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.
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(
7)
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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.
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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 last amended on June 5, 2015.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SCRIPPS PAUL K
C/O ARISTON SERVICES GROUP, LLC
750 'B' STREET, SUITE 2630
SAN DIEGO, CA 92101
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X
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PAUL K. SCRIPPS FAMILY REVOCABLE TRUST
C/O ARISTON SERVICES GROUP, LLC
750 'B' STREET, SUITE 2630
SAN DIEGO, CA 92101
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X
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JOHN P. SCRIPPS TRUST UNDER AGREEMENT DATED 2/10/77 FBO BARBARA SCRIPPS EVANS
C/O ARISTON SERVICES GROUP, LLC
750 ?B? STREET, SUITE 2630
SAN DIEGO, CA 92101
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X
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JOHN P. SCRIPPS TRUST EXEMPT TRUST UNDER AGREEMENT DATED 2/10/77
C/O ARISTON SERVICES GROUP, LLC
750 ?B? STREET, SUITE 2630
SAN DIEGO, CA 92101
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X
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JOHN P. SCRIPPS TRUST FBO ELLEN MCRAE SCRIPPS UNDER AGREEMENT DATED 12/28/84
C/O ARISTON SERVICES GROUP, LLC
750 'B' STREET, SUITE 2630
SAN DIEGO, CA 92101
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X
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JOHN P. SCRIPPS TRUST FBO PAUL K. SCRIPPS UNDER AGREEMENT DATED 2/10/77
C/O ARISTON SERVICES GROUP, LLC
750 ?B? STREET, SUITE 2630
SAN DIEGO, CA 92101
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X
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JOHN P. SCRIPPS TRUST UNDER AGREEMENT DATED 2/10/77 FBO PETER M. SCRIPPS
C/O ARISTON SERVICES GROUP, LLC
750 ?B? STREET, SUITE 2630
SAN DIEGO, CA 92101
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X
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Signatures
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/s/ Tracy Tunney Ward, on behalf of Miramar Services, Inc., as Attorney-in-fact for Paul K. Scripps
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3/28/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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