SEC Form 4 · accession 0001140361-15-012344
JOURNAL COMMUNICATIONS INC · JRN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven J Smith
Officer — Chairman of the Board and CEO · Director
Period of report
Mar 13, 2015
Accepted (ET)
Mar 17, 2015 · 7:13 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 | — | — | — | 100 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance UnitsF1 | — | Mar 13, 2015 | M | 37,100 | D | — | — | Class B Common Stock | 37,100 | 0 | D |
| Class B Common StockF3,F2 | — | Mar 13, 2015 | M | 55,650 | A | — | — | Class A Common Stock | 55,650 | 839,893 | D |
| Class B Common StockF2 | — | Mar 13, 2015 | F | 28,020 | D | — | — | Class A Common Stock | 28,020 | 811,873 | D |
| Performance UnitsF5 | — | holding | — | — | — | — | — | Class B Common Stock | 21,911 | 21,911 | D |
| Performance UnitsF6 | — | holding | — | — | — | — | — | Class B Common Stock | 32,780 | 32,780 | D |
| Stock Appreciation RightF7,F8 | $13.31 | holding | — | — | — | — | Feb 16, 2017 | Class B Common Stock | 220,000 | 220,000 | D |
| Stock Appreciation RightF7,F9,F8 | — | holding | — | — | — | — | Feb 16, 2017 | Class B Common Stock | 75,000 | 75,000 | D |
| Stock Appreciation RightF10,F11,F12 | — | holding | — | — | — | — | Feb 15, 2018 | Class B Common Stock | 118,000 | 118,000 | 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.