SEC Form 4 · accession 0001209191-18-056323
E.W. SCRIPPS Co · SSP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eaton M Scripps
10% Owner
Period of report
Oct 25, 2018
Accepted (ET)
Oct 26, 2018 · 5:42 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000832428
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 shareF2,F3 | Oct 25, 2018 | P | 13,988 | $16.3283 | A | 830,130 | D | |
| Class A Common Shares, $.01 par value per shareF4,F3 | Oct 26, 2018 | P | 13,988 | $16.0304 | A | 844,118 | D | |
| Common Voting Shares, $.01 par value per share | holding | — | — | — | 594,879 | I | By GRAT | |
| Common Voting Shares, $.01 par value per share | holding | — | — | — | 22,438 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The purchases were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 20, 2018 and in accordance with Rule 10b-18 of the Securities Exchange Act of 1934.
- F2The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $16.18 to $16.51, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes to this Form 4.
- F3On September 27, 2018, a grantor retained annuity trust ("GRAT") of which the reporting person is trustee distributed 31,875 Class A Common Shares back to the reporting person in satisfaction of the GRAT's annuity obligations, but such shares were inadvertently described as indirectly held on the reporting person's four previous Forms 4.
- F4The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $15.78 to $16.26, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes to this Form 4.
Remarks
The reporting person may be 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 August 22, 2018.