|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option | $ 6.63 | 08/07/2009 | 08/06/2018 | Class A Common | 104,000 | 104,000 | D | ||||||||
Restricted Stock Units | (4) | 05/02/2013 | 05/02/2013 | Restricted Stock Units | 4,206 | 4,206 (4) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Peirce Mary 312 WALNUT STREET, 28TH FLOOR CINCINNATI, OH 45202 |
X | X |
/s/ William Appleton, Attorney-in-fact for Mary M. Peirce | 03/18/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Ms. Peirce is a Trustee of The Edward W. Scripps Trust (the "Trust") and has the power, together with the other Trustees of the Trust, to vote and dispose of the shares of the Company held by the Trust, subject to an order entered under seal by the Court of Common Pleas, Probate Division, Butler County, Ohio on January 22, 2013, giving effect to certain of the voting provisions of the Scripps Family Agreement dated October 15, 1992, as amended. The Trust terminated on October 18, 2012. On March 14, 2013, the Trust distributed the reported Common Voting Shares and Class A Common Shares of the Company to certain residuary beneficiaries of the Trust. The remaining shares held by the Trust are expected to be distributed to the other residuary beneficiaries in the next few months. Ms. Peirce disclaims any beneficial interest in the shares held by the Trust. |
(2) | Ms. Peirce is a residuary beneficiary of the Trust and received the reported Common Voting Shares and Class A Common Shares of the Company upon distribution from the Trust. |
(3) | Ms. Peirce may be deemed to have shared voting power with respect to more than 10% of the Class A Common Shares of the Company (due solely to the convertibility of Common Voting Shares of the Company into Class A Common Shares on a share-for-share basis) as a result of the voting provisions of the Scripps Family Agreement to which she is a party. The Class A Common Shares beneficially owned by Ms. Peirce (and those held by other Signatories to the Scripps Family Agreement) are not subject to voting or any other provisions of that agreement. Along with other parties to the Scripps Family Agreement, Ms. Peirce filed a Schedule 13D with the Commission on January 24, 2013, as amended on March 18, 2013. |
(4) | This restricted stock unit award will vest on May 2, 2013. Upon vesting, each restricted stock unit will convert into one Class A Common Share of the Company. |