SEC Form 4 · accession 0001209191-16-125263
Scripps Networks Interactive, Inc. · SNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Voting Shares, $.01 par value per shareF2 | May 31, 2016 | J | 800,000 | $64.09 | D | 0 | I | By GRAT |
| Common Voting Shares, $.01 par value per share | May 31, 2016 | J | 800,000 | $64.09 | A | 800,000 | D | |
| Class A Common Shares, $.01 par value per share | holding | — | — | — | 81,074 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option | $27.01 | holding | — | — | — | Apr 29, 2010 | Apr 28, 2019 | Class A Common Shares | 14,571 | 14,571 | D |
| Option | $44.10 | holding | — | — | — | Apr 28, 2011 | Apr 27, 2018 | Class A Common Shares | 5,231 | 5,231 | D |
| Option | $51.76 | holding | — | — | — | May 18, 2012 | May 17, 2019 | Class A Common Shares | 4,294 | 4,294 | D |
| Option | $53.38 | holding | — | — | — | May 15, 2013 | May 14, 2020 | Class A Common Shares | 5,096 | 5,096 | D |
| Option | $68.14 | holding | — | — | — | May 14, 2014 | May 13, 2021 | Class A Common Shares | 3,837 | 3,837 | D |
| Option | $75.16 | holding | — | — | — | May 13, 2015 | May 12, 2022 | Class A Common Shares | 4,376 | 4,376 | D |
| Option | $66.71 | holding | — | — | — | May 12, 2016 | May 11, 2023 | Class A Common Shares | 5,162 | 5,162 | D |
| Option | $64.70 | holding | — | — | — | May 11, 2017 | May 11, 2024 | Class A Common Shares | 1,159 | 1,159 | D |
| Restricted Stock UnitsF3,F4 | — | holding | — | — | — | — | — | Class A Common Shares | 1,159 | 1,159 | D |
Explanation of responses
- F1On May 31, 2016, the reporting person exchanged assets of equal value for 800,000 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.
- F2On September 4, 2015, the reporting person contributed 800,000 Common Voting Shares to a grantor-retained annuity trust of which the reporting person is trustee, but such shares were mistakenly described as directly held on the reporting person's four previous Forms 4.
- F3Each restricted stock unit represents a contingent right to receive one SNI Class A Common Share.
- F4These restricted stock units are payable within 30 days after 5/11/17
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, to which the reporting person is a party. The reporting person filed a Schedule 13D with the Commission on January 24, 2013, as amended March 18, 2013, September 20, 2013, April 1, 2014, July 7, 2014, October 10, 2014, January 14, 2015, June 5, 2015, October 1, 2015 and December 31, 2015.