Statement of Changes in Beneficial Ownership (4)
May 20 2019 - 5:39PM
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 Eli W
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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 MIRAMAR SERVICES, INC., 250 GRANDVIEW AVE., SUITE 400
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/16/2019
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(Street)
FT. MITCHELL, KY 41017
(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)
_
X
_ Form filed by One Reporting Person
___ 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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5/16/2019
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J
(1)
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30894
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D
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$17.495
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0
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I
(2)
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By GRAT
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Class A Common Shares, $.01 par value per share
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5/16/2019
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J
(1)
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30894
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A
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$17.495
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103926
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D
(2)
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Common Voting Shares, $.01 par value per share
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5/16/2019
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J
(3)
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40587
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D
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$17.495
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0
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I
(2)
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By GRAT
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Common Voting Shares, $.01 par value per share
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5/16/2019
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J
(3)
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40587
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A
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$17.495
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89111
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D
(2)
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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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Explanation of Responses:
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(1)
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On May 16, 2019, the reporting person exchanged assets of equal value for 30,894 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.
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(2)
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Immediately following the transactions reported on the reporting person's previously filed Form 4, the reporting person: (i) directly held 102,375 Class A Common Shares; and (ii) indirectly held 1,551 Class A Common Shares and 89,111 Common Voting Shares through a grantor-retained annuity trust of which the reporting person was trustee (the "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 30,894 Class A Common Shares and 40,587 Common Voting Shares on May 14, 2018 to a separate grantor-retained annuity trust of which the reporting person is trustee (the "2018 GRAT"). Therefore, 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.
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(3)
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On May 16, 2019, the reporting person exchanged assets of equal value for 40,587 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.
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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, 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.
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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 Eli W
C/O MIRAMAR SERVICES, INC.
250 GRANDVIEW AVE., SUITE 400
FT. MITCHELL, KY 41017
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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 Eli W. Scripps
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5/20/2019
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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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