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^*

Ray Mary E

(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)
	SVP, Dep. GC & Ass't Corp Sec

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2012

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	03/02/2012		M		750	A	$20.48	4,184	D
Class A Common Shares, $.01 par value per share	03/02/2012		S		750	D	$45.8171⁽¹⁾	3,434	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	$39.8							02/21/2009	02/20/2016	Class A Common	5,890		5,890	D
Option	$20.48	03/02/2012		M			750	02/19/2010	02/18/2017	Class A Common	5,453	$0.00	4,703	D
Option	$39.44							02/18/2011	02/17/2018	Class A Common	2,286		2,286	D
Restricted Stock Units	⁽²⁾							⁽³⁾	⁽³⁾	Class A Common	1,027		1,027	D
Option	$53.17							02/17/2012	02/16/2019	Class A Common	2,070		2,070	D
Restricted Stock Units	⁽²⁾							⁽⁴⁾	⁽⁴⁾	Class A Common	325		325	D
Restricted Stock Units	⁽²⁾							⁽⁵⁾	⁽⁵⁾	Class A Common	784		784	D
Option	$43.59							02/16/2013	02/15/2020	Class A Common	2,527		2,527	D
Restricted Stock Units	⁽²⁾							⁽⁶⁾	⁽⁶⁾	Class A Common	628		628	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 $45.77 - $45.85. 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. Each restricted stock unit represents a contingent right to receive one share of SNI Class A Common Shares.

3. The restricted stock units vest on 3/15/12.

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

5. The restricted stock units vest 25% on 3/15/12 and 50% on 3/15/13 (25% vested on 3/15/11).

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

Remarks:

	/s/ Anatolio B. Cruz III, Attorney-in-fact for Mary E. Ray	03/02/2012
	** 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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