SEC Form 4 · accession 0001209191-18-018304
Scripps Networks Interactive, Inc. · SNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Peter R La Dow
10% Owner
Period of report
Mar 6, 2018
Accepted (ET)
Mar 8, 2018 · 6:51 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 |
|---|---|---|---|---|---|---|---|---|
| Common Voting Shares, $.01 par value per shareF1,F2 | Mar 6, 2018 | U | 349,018 | — | D | 0 | I | As Co-Trustee |
| Common Voting Shares, $.01 par value per shareF1,F3 | Mar 6, 2018 | U | 349,018 | — | D | 0 | I | As Co-Trustee |
| Common Voting Shares, $.01 par value per shareF1,F4 | Mar 6, 2018 | U | 349,018 | — | D | 0 | I | As Co-Trustee |
| Common Voting Shares, $.01 par value per shareF1,F5 | Mar 6, 2018 | U | 49,382 | — | D | 0 | I | As Co-Trustee |
| Common Voting Shares, $.01 par value per shareF1,F6 | Mar 6, 2018 | U | 299,124 | — | D | 0 | I | As Trustee |
| Common Voting Shares, $.01 par value per shareF1,F7 | Mar 6, 2018 | U | 6,700 | — | D | 0 | I | As Trustee |
| Class A Common Shares, $.01 par value per share | holding | — | — | — | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
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.
- F2These shares were owned directly by the John P. Scripps Trust FBO Barbara Scripps Evans U/A dated 2/10/77 and indirectly by Peter R. La Dow, a Co-Trustee of the John P. Scripps Trust FBO Barbara Scripps Evans U/A dated 2/10/77.
- F3These shares were owned directly by the John P. Scripps Trust FBO Paul K. Scripps U/A dated 2/10/77 and indirectly by Peter R. La Dow, a Co-Trustee of the John P. Scripps Trust FBO Paul K. Scripps U/A dated 2/10/77.
- F4These shares were owned directly by the John P. Scripps Trust FBO Peter M. Scripps U/A dated 2/10/77 and indirectly by Peter R. La Dow, a Co-Trustee of the John P. Scripps Trust FBO Peter M. Scripps U/A dated 2/10/77.
- F5These shares were owned directly by the John P. Scripps Trust Exempt Trust U/A dated 2/10/77 and indirectly by Peter R. La Dow, a Co-Trustee of the John P. Scripps Trust Exempt Trust U/A dated 2/10/77.
- F6These shares were owned directly by The Marital Trust of the La Dow Family Trust and indirectly by Peter R. La Dow, the Trustee of The Marital Trust of the La Dow Family Trust.
- F7These shares were owned directly by The La Dow Family Trust U/A dated 6/29/2004 and indirectly by Peter R. La Dow, the Trustee of The La Dow Family Trust U/A dated 6/29/2004.
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.