SEC Form 4 · accession 0001209191-18-018315
Scripps Networks Interactive, Inc. · SNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Vanessa L. Sanchez
10% Owner
Period of report
Mar 6, 2018
Accepted (ET)
Mar 8, 2018 · 7:03 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 | Mar 6, 2018 | U | 100 | — | D | 0 | D | |
| 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.
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.