SEC Form 4 · accession 0001140361-15-014407

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 31, 2015

Accepted (ET)

Apr 3, 2015 · 4:53 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	Mar 31, 2015	J	100	$0.00	D	0	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^F2	—	Mar 31, 2015	M	32,780	D	—	—	Class B Common Stock	32,780	0	D
Performance Units^F3	—	Mar 31, 2015	M	21,911	D	—	—	Class B Common Stock	21,911	0	D
Class B Common Stock^F5,F4	—	Mar 31, 2015	M	21,861	A	—	—	Class A Common Stock	21,861	838,251	D
Class B Common Stock^F5,F4	—	Mar 31, 2015	M	9,120	A	—	—	Class A Common Stock	9,120	847,371	D
Class B Common Stock^F4	—	Mar 31, 2015	F	15,600	D	—	—	Class A Common Stock	15,600	831,771	D
Class B Common Stock^F4	—	Mar 31, 2015	F	13,004	D	—	—	Class A Common Stock	13,004	818,767	D
Class B Common Stock^F4	—	Mar 31, 2015	J	818,767	D	—	—	Class A Common Stock	818,767	0	D
Stock Appreciation Right^F8,F9	$13.31	Mar 31, 2015	J	220,000	D	—	Feb 16, 2017	Class B Common Stock	220,000	0	D
Stock Appreciation Right^F8,F10,F9	—	Mar 31, 2015	J	75,000	D	—	Feb 16, 2017	Class B Common Stock	75,000	0	D

Explanation of responses

F1The shares of Journal Communications, Inc. stock were converted into shares of Journal Media Group, Inc. and The E.W. Scripps Company in connection with the closing of the transactions between Journal Communications and The E.W. Scripps Company (the "Transactions").
F10The 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.
F2Performance units granted March 11, 2013 to the reporting person under the Journal Communications, Inc. 2007 Omnibus Incentive Plan.
F3Performance units granted March 6, 2014 to the reporting person under the Journal Communications, Inc. 2007 Omnibus Incentive Plan.
F4The 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
F5The performance units were prorated based on the length of time within the performance period that had elapsed prior to the closing date of the Transactions.
F6Reflects payment of tax liability by withholding shares of stock incident to the vesting of performance units.
F7Reflects payment of tax liability by withholding shares of stock incident to the vesting of restricted stock.
F8The stock appreciation right was granted February 16, 2007 to the reporting person under the Journal Communications, Inc. 2003 Equity Incentive Plan.
F9In connection with the Transactions, all stock appreciation rights were fully vested as of March 30, 2015. All outstanding stock appreciation rights were cancelled and the reporting person received a cash payment.