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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Scripps Networks Interactive, Inc. [ SNI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/14/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 819,054 | I(1) | Trustee of Trust | |||||||
Common Voting Shares, $.01 par value per share | 801,999 | I(1) | Trustee of Trust | |||||||
Class A Common Shares, $.01 par value per share | 819,054 | D(2) | ||||||||
Common Voting Shares, $.01 par value per share | 802,000 | D(2) | ||||||||
Class A Common Shares, $.01 par value per share | 05/15/2013 | M | 1,500 | A | $0.00 | 16,791 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | $49.41 | 04/15/2005 | 04/14/2014 | Class A Common | 4,284 | 4,284 | D | ||||||||
Option | $47.87 | 04/14/2006 | 04/13/2015 | Class A Common | 4,284 | 4,284 | D | ||||||||
Option | $43.55 | 05/04/2007 | 05/03/2016 | Class A Common | 4,284 | 4,284 | D | ||||||||
Option | $40.42 | 04/26/2008 | 04/25/2017 | Class A Common | 9,639 | 4,284 | D | ||||||||
Option | $27.01 | 04/29/2010 | 04/28/2019 | Class A Common | 14,571 | 14,571 | D | ||||||||
Option | $44.1 | 04/28/2011 | 04/27/2018 | Class A Common | 5,231 | 5,231 | D | ||||||||
Option | $51.76 | 05/18/2012 | 05/17/2019 | Class A Common | 4,294 | 4,294 | D | ||||||||
Option | $53.38 | 05/15/2013 | 05/14/2020 | Class A Common | 5,096 | 5,096 | D | ||||||||
Restricted Stock Units | (3) | 05/15/2013 | M | 1,500 | (4) | (4) | Class A Common | 1,500 | $0.00 | 0 | D | ||||
Option | $68.14 | 05/14/2013 | A | 3,837 | 05/14/2014 | 05/13/2021 | Class A Common | 3,837 | $0.00 | 3,837 | D | ||||
Restricted Stock Units | (3) | 05/14/2013 | A | 1,138 | (5) | (5) | Class A Common | 1,138 | $0.00 | 1,138 | D |
Explanation of Responses: |
1. Ms. Scagliotti 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 Issuer 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 and, on March 14, 2013, the Trust distributed the reported Common Voting Shares and Class A Common Shares of the Issuer 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. Scagliotti disclaims any beneficial interest in the shares held by the Trust. |
2. Ms. Scagliotti may be deemed to have shared voting power (due solely to the convertibility of Common Voting Shares of the Company into Class A Common Shares on a share-for-share basis) with respect to more than 10% of the Class A Common Shares of the Company as a result of the voting provisions of the Scripps Family Agreement dated October 15, 1992, as amended, to which she is a party. The Class A Common Shares beneficially owned by Ms. Scagliotti (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. Scagliotti filed a Schedule 13D with the Commission on January 24, 2013, as amended on March 18, 2013. |
3. Each restricted stock unit represents a contingent right to receive one SNI Class A Common Share. |
4. As reported hereon, the restricted stock units were converted to Class A Common Shares on 5/15/13. |
5. The restricted stock units are payable within 30 days after 5/14/14. |
Remarks: |
/s/ Cynthia L. Gibson, Attorney-in-fact for Nackey E. Scagliotti | 05/16/2013 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |