SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
LOWE KENNETH W

(Last) (First) (Middle)
312 WALNUT STREET, 18TH FLOOR

(Street)
CINCINNATI OH 45202

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Scripps Networks Interactive, Inc. [ SNI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman, President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/11/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Shares, $.01 par value per share 03/11/2014 M 78,208 A $45.59 210,668 D
Class A Common Shares, $.01 par value per share 03/11/2014 S 78,208 D $80.297 (1) 132,460 D
Class A Common Shares, $.01 par value per share 03/11/2014 M 12,314 A $20.48 144,774 D
Class A Common Shares, $.01 par value per share 03/11/2014 S 12,314 D $80.297 (1) 132,460 D
Class A Common Shares, $.01 par value per share 03/12/2014 M 49,586 A $20.48 182,046 D
Class A Common Shares, $.01 par value per share 03/12/2014 S 49,586 D $80.0377 (2) 132,460 D
Class A Common Shares, $.01 par value per share 66,415 I Wife's Trust
Common Voting Shares, $.01 par value per share 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: 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 $45.59 03/11/2014 M 78,208 02/22/2008 02/21/2015 Class A Common 78,208 $0.00 0 D
Option $39.8 02/21/2009 02/20/2016 Class A Common 133,875 133,875 D
Restricted Stock Units (3) (3) (3) Class A Common 43,041 43,041 D
Option $20.48 03/11/2014 (4) M 61,900 02/19/2010 02/18/2017 Class A Common 218,466 $0.00 156,566 D
Option $39.44 02/18/2011 02/17/2018 Class A Common 103,147 103,147 D
Option $53.17 02/17/2012 02/16/2019 Class A Common 79,090 79,090 D
Option $43.59 02/16/2013 02/15/2020 Class A Common 95,222 95,222 D
Restricted Stock Units (5) (6) (6) Class A Common 7,886 7,886 D
Restricted Stock Units (5) (7) (7) Class A Common 75,000 75,000 D
Option $62.37 02/14/2014 02/13/2021 Class A Common 77,560 77,560 D
Restricted Stock Units (5) (8) (8) Class A Common 11,353 11,353 D
Restricted Stock Units (5) (9) (9) Class A Common 39,036 39,036 D
Option $81.24 03/01/2015 02/28/2022 Class A Common 80,185 80,185 D
Restricted Stock Units (5) (10) (10) Classs A Common 14,420 14,420 D
Restricted Stock Units (5) (11) (11) Class A Common 49,444 49,444 D
Explanation of Responses:
1. Price reported is the average weighted price of shares sold. Shares were sold at varying prices in the range of $80.00 - $81.20. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
2. Price reported is the average weighted price of shares sold. Shares were sold at varying prices in the range of $80.00 - $80.18. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
3. Pursuant to the Company's 2008 Long-Term Incentive Plan, the reporting person holds 43,041 restricted share units which shall be exchanged for Class A Common Shares of the Company following the reporting person's retirement or termination of his employment under certain circumstances as set forth in a Restricted Share Unit Agreement between the Company and the reporting person.
4. As reported hereon in Table I, two transaction dates (3/11/14 and 3/12/14) occurred.
5. Each restricted stock unit represents a contingent right to receive one SNI Class A Common Share.
6. The restriced stock units vest on 2/16/15.
7. The restricted stock units vest 1/3 on 8/1/14 and 2/3 on 8/1/15.
8. The restricted stock units vest equally on 2/14/15 and 2/14/16.
9. The restricted stock units vest 50% on 3/15/14 and 50% on 3/15/15.
10. The restricted stock units vest in equal installments on 3/1/15, 3/1/16 and 3/1/17.
11. The restricted stock units vest 50% on 12/31/15 and 50% on 12/31/16.
Remarks:
/s/ Cynthia L. Gibson, Attorney-in-fact for Kenneth W. Lowe 03/12/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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