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^*

BERGER WALTER Z

(Last)

(First)

(Middle)

40 MONUMENT CIRCLE, SUITE 700

(Street)

INDIANAPOLIS

46204

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EMMIS COMMUNICATIONS CORP [ EMMS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec Vice Pres, CFO, Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
01/10/2005

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 Stock	01/10/2005		M		3,533⁽¹⁾	A	$0	45,408	D
Class A Common Stock	01/10/2005		F		1,299	D	$0	44,109	D
Class A Common Stock	01/10/2005⁽²⁾		S		2,234	D	$18.04	41,875	D
Class A Common Stock								127.5143	I	By 401(k) Plan
Class A Common Stock								304.7619	I	By Section 423 Plan
Class A Common Stock								64.9	I	By Profit Sharing Plan

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)
Phantom Stock	$0	01/10/2005		M			3,533	⁽³⁾	⁽³⁾	Class A Common Stock	3,533	$0	0	D
Employee Stock Opt. Right to Buy	$16.41							03/04/2004	03/03/2013	Class A Common Stock	50,000		50,000	D
Employee Stock Opt. Right to Buy	$22.6875							03/01/2000	02/28/2007	Class A Common Stock	24,000		24,000	D
Employee Stock Opt. Right to Buy	$25.53							03/01/2005	02/28/2014	Class A Common Stock	50,000		50,000	D
Employee Stock Opt. Right to Buy	$29							03/01/2002	02/28/2011	Class A Common Stock	50,000		50,000	D
Employee Stock Opt. Right to Buy	$29.12							03/06/2003	03/05/2012	Class A Common Stock	50,000		50,000	D
Employee Stock Opt. Right to Buy	$35.375							03/01/2001	02/28/2010	Class A Common Stock	40,000		40,000	D

Explanation of Responses:

1. Phantom stock converted into shares of Class A Common Stock upon issuance pursuant to the 2004 Stock Compensation Program.

2. The transaction was effected pursuant to a Stock Sale Agreement established in accordance with Rule 10b5-1.

3. Shares listed are based on a percentage of the named executive's estimated cash compensation, excluding bonus, during calendar year 2004. Since the number of shares awarded in January 2005 is to be based upon the executive's actual cash compensation, excluding bonus, during the calendar year 2004, the number of shares actually awarded in January 2005 may vary. The Phantom Stock will expire upon issuance of Class A Common Stock in January 2005.

	J. Scott Enright, Attorney in Fact	01/11/2005
	** 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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