SEC Form 4 · accession 0001209191-18-018154

Scripps Networks Interactive, Inc. · SNI

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

Reporting owner

Cynthia L Gibson

Officer — EVP and CLO

Period of report

Mar 6, 2018

Accepted (ET)

Mar 8, 2018 · 5:16 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001430602

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Shares, $.01 par value per share^F1	Mar 6, 2018	D	24,396	—	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
Restricted Share Unit^F2	—	Mar 6, 2018	D	20,604	D	—	—	Class A Common	20,604	0	D
Options^F3	—	Mar 6, 2018	D	84,606	D	—	—	Class A Common	84,606	0	D

Explanation of responses

F1Pursuant to the Agreement and Plan of Merger, dated July 31, 2017 (the "Merger Agreement"), by and among the Issuer, Discovery Communications, Inc. ("Discovery"), and Skylight Merger Sub, Inc., the reporting person's shares were converted into the right to receive, at the election of the reporting person, (i) mixed consideration of $65.82 in cash and 1.0584 shares of Discovery Series C common stock for each share, (ii) $90.00 in cash for each share or (iii) 3.9392 shares of Discovery Series C common stock for each share, subject to the terms and conditions set forth in the Merger Agreement including, in the case of an election to receive all cash or all stock, the proration procedures in the event that cash or stock is oversubscribed.
F2Seventy percent of the reporting person's outstanding restricted stock units were converted into the right to receive a lump sum cash payment equal to (i) the number of shares subject to such percentage of the reporting person's restricted stock units, multiplied by (ii) $90.00. The remaining thirty percent of the reporting person's outstanding restricted stock units were converted into the right to receive a number of shares of Discovery Series C Common Stock equal to the product of (i) of the number of shares subject to such percentage of the reporting person's outstanding restricted stock units and (ii) 3.9392.
F3Seventy percent of the reporting person's outstanding options were cancelled in exchange for the right to receive a cash payment equal to the excess of $90.00 over the exercise price of such option. The remainder of the reporting person's outstanding options were cancelled in exchange for the right to receive a fully-vested option (an "Adjusted Stock Option") to purchase the number of shares of Discovery Series C common stock equal to the product of (i) thirty percent of the number shares subject to such outstanding options, multiplied by (ii) the Option Exchange Ratio, which Adjusted Stock Option shall have an exercise price per share of Discovery Series C common stock equal to the quotient obtained by dividing (x) the exercise price of such outstanding option, by (y) the Option Exchange Ratio. The "Option Exchange Ratio" is obtained by dividing (i) the weighted average of the Scripps Class A Shares on March 5, 2018 by (ii) 22.8471.