SEC FORM 4

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^*

NECASTRO JOSEPH G

(Last)

(First)

(Middle)

312 WALNUT STREET, 18TH FLOOR

(Street)

CINCINNATI

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)
	Chief Fin'l & Admin. Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Shares, $.01 par value per share	03/15/2012		M		20,283	A	$0.00	41,208	D
Class A Common Shares, $.01 par value per share	03/15/2012		F		6,619	D	$47.17	34,589	D
Class A Common Shares, $.01 par value per share	03/15/2012		M		5,474	A	$0.00	40,063	D
Class A Common Shares, $.01 par value per share	03/15/2012		F		1,996	D	$47.17	38,067	D
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option	$20.48							02/19/2010	02/18/2017	Class A Common	107,713		107,713	D
Option	$39.44							02/18/2011	02/17/2018	Class A Common	47,945		47,945	D
Restricted Stock Units	⁽¹⁾	03/15/2012		M			20,283	⁽²⁾	⁽²⁾	Class A Common	20,283	$0.00	0	D
Restricted Stock Units	⁽¹⁾							⁽³⁾	⁽³⁾	Class A Common	76,065		76,065	D
Option	$53.17							02/17/2012	02/16/2019	Class A Common	37,148		37,148	D
Restricted Stock Units	⁽¹⁾							⁽⁴⁾	⁽⁴⁾	Class A Common	5,830		5,830	D
Restricted Stock Units	⁽¹⁾	03/15/2012		M			5,474	⁽⁵⁾	⁽⁵⁾	Class A Common	16,423	$0.00	10,949	D
Option	$43.59							02/16/2013	02/15/2020	Class A Common	45,153		45,153	D
Restricted Stock Units	⁽¹⁾							⁽⁶⁾	⁽⁶⁾	Class A Common	11,219		11,219	D
Restricted Stock Units	⁽¹⁾							⁽⁷⁾	⁽⁷⁾	Class A Common	3,442		3,442	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of SNI Class A Common Shares.

2. The restricted stock units vested on 3/15/12 as reported hereon and were converted to Class A Common Shares.

3. The restricted stock units vest 25% on March 29, 2013, 25% on March 29, 2014 and 50% on March 29, 2015.

4. The restricted stock units vest in equal installments on 2/17/13 and 2/17/14.

5. The restricted stock units vested 25% on 3/15/11. As reported hereon, 25% vested on 3/15/12 and were converted to Class A Common Shares. The remaining 50% vests on 3/15/13.

6. The restricted stock units vest in equal installments on 2/16/13, 2/16/14 and 2/16/15.

7. The restricted stock units vest 50% on 2/16/13 and 50% on 2/16/14.

Remarks:

	/s/ Anatolio B. Cruz III, Attorney-in-fact for Joseph G. NeCastro	03/16/2012
	** 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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