SEC Form 4 · accession 0001140361-15-012341

JOURNAL COMMUNICATIONS INC · JRN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Elizabeth Brenner

Officer — Executive Vice President

Period of report

Mar 13, 2015

Accepted (ET)

Mar 17, 2015 · 7:10 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001232241

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock	holding	—	—		—	1,767	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance Units^F1	—	Mar 13, 2015	M	13,900	D	—	—	Class B Common Stock	13,900	0	D
Class B Common Stock^F3,F2	—	Mar 13, 2015	M	20,850	A	—	—	Class A Common Stock	20,850	230,511	D
Class B Common Stock^F2	—	Mar 13, 2015	F	7,298	D	—	—	Class A Common Stock	7,298	223,213	D
Performance Units^F5	—	holding	—	—	—	—	—	Class B Common Stock	8,289	8,289	D
Performance Units^F6	—	holding	—	—	—	—	—	Class B Common Stock	12,243	12,243	D
Stock Appreciation Right^F7,F8	$13.31	holding	—	—	—	—	Feb 16, 2017	Class B Common Stock	65,000	65,000	D
Stock Appreciation Right^F7,F9,F8	—	holding	—	—	—	—	Feb 16, 2017	Class B Common Stock	20,000	20,000	D
Stock Appreciation Right^F10,F11,F12	—	holding	—	—	—	—	Feb 15, 2018	Class B Common Stock	39,000	39,000	D

Explanation of responses

F1Performance units granted March 19, 2012 to the reporting person under the Journal Communications, Inc. 2007 Omnibus Incentive Plan. The performance units vest in 2015 if the performance target is achieved.
F10The stock appreciation right was granted February 15, 2008 to the reporting person under the Journal Communications, Inc. 2007 Omnibus Incentive Plan.
F11The stock appreciation right has an escalating base value which starts with $7.57, the closing price of the Company's Class A Common Stock on the date of grant, and increases by 6% per year for each year that the stock appreciation right remains outstanding, starting on the first anniversary of the grant date.
F12The stock appreciation right vests and becomes exercisable in three equal annual installments on February 15, 2009, 2010 and 2011.
F2The Class B Common Stock is convertible into Class A Common Stock (subject to certain limitations specified in the Issuer's Amended and Restated Articles of Incorporation) on a 1-for-1 basis at no cost.
F3The Company's level of attainment of specified performance goals for the three-year period beginning December 26, 2011 and ending December 28, 2014 were exceeded with the reporting person earning 150% of the target award in accordance with performance metrics pursuant to the Journal Communications, Inc. 2007 Omnibus Incentive Plan.
F4Reflects payment of tax liability by withholding shares of stock incident to the vesting of performance units.
F5Performance units granted March 6, 2014 to the reporting person under the Journal Communications, Inc. 2007 Omnibus Incentive Plan. The performance units vest in 2017 if the performance target is achieved.
F6Performance units granted March 11, 2013 to the reporting person under the Journal Communications, Inc. 2007 Omnibus Incentive Plan. The performance units vest in 2016 if the performance target is achieved.
F7The stock appreciation right was granted February 16, 2007 to the reporting person under the Journal Communications, Inc. 2003 Equity Incentive Plan.
F8The stock appreciation right vests and becomes exercisable in three equal annual installments on February 16, 2008, 2009 and 2010.
F9The stock appreciation right has an escalating base value which starts with $13.31, the closing price of the Company's Class A Common Stock on the date of grant, and increases by 6% per year for each year that the stock appreciation right remains outstanding, starting on the first anniversary of the grant date.