SEC Form 4 · accession 0001209191-18-018288

Scripps Networks Interactive, Inc. · SNI

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

Reporting owner

Nackey E Scagliotti

10% Owner

Period of report

Mar 6, 2018

Accepted (ET)

Mar 8, 2018 · 6:34 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	D/I	Nature of ownership
Class A Common Shares, $.01 par value per share^F1	Mar 6, 2018	U	682,328	—	D	D
Common Voting Shares, $.01 par value per share^F1	Mar 6, 2018	U	612,783	—	D	D
Class A Common Shares, $.01 par value per share^F1	Mar 6, 2018	U	104,502	—	D	I	By GRAT

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Option^F2	$27.01	Mar 6, 2018	U	14,571	D	Apr 29, 2010	Apr 28, 2019	Class A Common Shares	14,571	D
Option^F2	$44.10	Mar 6, 2018	U	5,231	D	Apr 28, 2011	Apr 27, 2018	Class A Common Shares	5,231	D
Option^F2	$51.76	Mar 6, 2018	U	4,294	D	May 18, 2012	May 17, 2019	Class A Common Shares	4,294	D
Option^F2	$53.38	Mar 6, 2018	U	5,096	D	May 15, 2013	May 14, 2020	Class A Common Shares	5,096	D
Option^F2	$68.14	Mar 6, 2018	U	3,837	D	May 14, 2014	May 13, 2021	Class A Common Shares	3,837	D
Option^F2	$75.16	Mar 6, 2018	U	4,376	D	May 13, 2015	May 12, 2022	Class A Common Shares	4,376	D

Explanation of responses

F1Pursuant 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.
F2Pursuant to the Merger Agreement, each outstanding option to purchase Class A Common Shares was cancelled in exchange for a cash payment equal to the excess of $90.00 over the exercise price of such option.

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 reporting person filed a Schedule 13D with the Commission on January 24, 2013, as last amended on March 7, 2018.