SEC Form 4 · accession 0001209191-18-018214
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 |
|---|---|---|---|---|---|---|---|---|
| Class A Common Shares, $.01 par value per shareF1,F2 | Mar 6, 2018 | U | 983,926 | — | D | 0 | D | |
| Class A Common Shares, $.01 par value per shareF2 | Mar 6, 2018 | U | 76,810 | — | D | 0 | I | By GRAT |
| Common Voting Shares, $.01 par value per shareF2 | Mar 6, 2018 | U | 2,283,289 | — | D | 0 | D |
Table II — derivative securities
Explanation of responses
- F14,792 of these shares were previously reported as indirectly beneficially owned through a grantor-retained annuity trust ("GRAT") of which the reporting is trustee, but such shares were delivered to the reporting person on September 27, 2017 in satisfaction of the GRAT's annuity obligations. As a result, these Class A Common Shares were again directly owned by the reporting person.
- F2Pursuant to the Agreement and Plan of Merger, dated July 31, 2017 (the "Merger Agreement"), by and among Discovery Communications, Inc. ("Discovery"), the Issuer 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.
Remarks
The reporting person had been 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, as amended on March 29, 2017, to which the reporting person is a party. The Common Voting Shares, almost all of which are held by parties to the Scripps Family Agreement, are currently entitled to elect eight of the twelve members of the Issuer's Board of Directors. The reporting person also serves as Chair of the Family Council with respect to the meetings of the shareholders that are a party to the Scripps Family Agreement, and is a "director by deputization" solely for purposes of Section 16 of the Securities and Exchange Act of 1934. The reporting person filed a Schedule 13D with the Commission on January 24, 2013, as last amended on March 7, 2018.