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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
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)
09/13/2012
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)
Code V Amount (A) or (D) Price
Class A Common Shares, $.01 par value per share 09/13/2012 S 81,275 D $61.5521 (1) 66,415 I Wife's Trust
Class A Common Shares, $.01 par value per share 09/14/2012 S 81,075 D $62.1198 (2) 77,359 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option $45.49 03/23/2005 03/22/2014 Class A Common 200,813 200,813 D
Option $45.74 02/23/2007 02/22/2014 Class A Common 133,875 133,875 D
Option $45.74 12/31/2006 02/22/2014 Class A Common 133,875 133,875 D
Option $45.59 02/22/2008 02/21/2015 Class A Common 133,875 133,875 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 02/19/2010 02/18/2017 Class A Common 218,466 218,466 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
Restricted Stock Units (4) (5) (5) Class A Common 12,413 12,413 D
Restricted Stock Units (4) (6) (6) Class A Common 8,464 8,464 D
Restricted Stock Units (4) (7) (7) Class A Common 23,555 23,555 D
Option $43.59 02/16/2013 02/15/2020 Class A Common 95,222 95,222 D
Restricted Stock Units (4) (8) (8) Class A Common 23,658 23,658 D
Restricted Stock Units (4) (9) (9) Class A Common 100,000 100,000 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 $61.42 - $61.73. 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 $61.935 - $62.31. 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. Each restricted stock unit represents a contingent right to receive one share of SNI Class A Common Shares.
5. The restricted stock units vest in equal installments on 2/17/13 and 2/17/14.
6. The restricted stock units vest on 2/17/13.
7. The restricted stock units vest on 3/15/13.
8. The restricted stock units vest in equal installments on 2/16/13, 2/16/14 and 2/16/15.
9. The restricted stock units vest 25% on 8/1/13, 25% on 8/1/14 and 50% on 8/1/15.
Remarks:
/s/ Anatolio B. Cruz III, Attorney-in-fact for Kenneth W. Lowe 09/17/2012
** 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).
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.