SEC Form 4 · accession 0001209191-18-018300
Scripps Networks Interactive, Inc. · SNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Paul K Scripps
10% Owner
Period of report
Mar 6, 2018
Accepted (ET)
Mar 8, 2018 · 6:48 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 shareF1,F2,F3 | Mar 6, 2018 | U | 18,269 | — | D | 0 | I | As Trustee |
| Common Voting Shares, $.01 par value per shareF2,F4 | Mar 6, 2018 | U | 349,018 | — | D | 0 | I | As Co-Trustee |
| Common Voting Shares, $.01 par value per shareF2,F5 | Mar 6, 2018 | U | 349,018 | — | D | 0 | I | As Co-Trustee |
| Common Voting Shares, $.01 par value per shareF2,F6 | Mar 6, 2018 | U | 349,018 | — | D | 0 | I | As Co-Trustee |
| Common Voting Shares, $.01 par value per shareF2,F7 | Mar 6, 2018 | U | 49,382 | — | D | 0 | I | As Co-Trustee |
| Common Voting Shares, $.01 par value per shareF2,F8 | Mar 6, 2018 | U | 33,780 | — | D | 0 | I | As Trustee |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F14,191 of these shares were previously reported as directly owned, but were contributed on April 20, 2017 to The Paul K. Scripps Family 1994 Revocable Trust dated 2/7/1994 of which the reporting person is trustee.
- 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.
- F3These shares were owned directly by The Paul K. Scripps Family 1994 Revocable Trust dated 2/7/1994 and indirectly by Paul K. Scripps, the Trustee of The Paul K. Scripps Family 1994 Revocable Trust dated 2/7/1994.
- F4These shares were owned directly by the John P. Scripps Trust FBO Barbara Scripps Evans U/A dated 2/10/77 and indirectly by Paul K. Scripps, a Co-Trustee of the John P. Scripps Trust FBO Barbara Scripps Evans U/A dated 2/10/77.
- F5These shares were owned directly by the John P. Scripps Trust FBO Paul K. Scripps U/A dated 2/10/77 and indirectly by Paul K. Scripps, a Co-Trustee of the John P. Scripps Trust FBO Paul K. Scripps U/A dated 2/10/77.
- F6These shares were owned directly by the John P. Scripps Trust FBO Peter M. Scripps U/A dated 2/10/77 and indirectly by Paul K. Scripps, a Co-Trustee of the John P. Scripps Trust FBO Peter M. Scripps U/A dated 2/10/77.
- F7These shares were owned directly by the John P. Scripps Trust FBO Exempt Trust U/A dated 2/10/77 and indirectly by Paul K. Scripps, a Co-Trustee of the John P. Scripps Trust Exempt Trust U/A dated 2/10/77.
- F8These shares were owned directly by the John P. Scripps Trust FBO Ellen McRae Scripps U/A dated 12/28/1984 and indirectly by Paul K. Scripps, the Trustee of the John P. Scripps Trust FBO Ellen McRae Scripps U/A dated 12/28/1984.
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.