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*
SCAGLIOTTI NACKEY E

(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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
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)
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 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)
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).
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