SEC Form 4 · accession 0001140361-15-014410
JOURNAL COMMUNICATIONS INC · JRN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mary Hill Taibl
Officer — * (see title noted below)
Period of report
Mar 31, 2015
Accepted (ET)
Apr 3, 2015 · 4:57 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001232241
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1 | — | Mar 31, 2015 | F | 1,376 | D | — | — | Class A Common Stock | 1,376 | 45,231 | D |
| Class B Common StockF1 | — | Mar 31, 2015 | J | 45,231 | D | — | — | Class A Common Stock | 45,231 | 0 | D |
| Stock Appreciation RightF4,F5 | $13.31 | Mar 31, 2015 | J | 42,000 | D | — | Feb 16, 2017 | Class B Common Stock | 42,000 | 0 | D |
| Stock Appreciation RightF4,F6,F5 | — | Mar 31, 2015 | J | 15,000 | D | — | Feb 16, 2017 | Class B Common Stock | 15,000 | 0 | D |
Explanation of responses
- F1The 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.
- F2Reflects payment of tax liability by withholding shares of stock incident to the vesting of restricted stock.
- F3The 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").
- F4The stock appreciation right was granted February 16, 2007 to the reporting person under the Journal Communications, Inc. 2003 Equity Incentive Plan.
- F5In 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.
- F6The 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.
Remarks
* Senior Vice President, General Counsel, Chief Compliance Officer & Secretary