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^*

SMULYAN JEFFREY H

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/23/2004

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	04/23/2004		A		21,482	A	$0	123,319	D
Class A Common Stock	04/23/2004		F		6,563	D	$0	116,756	D
Class A Common Stock	04/23/2004⁽¹⁾		S		14,919	D	$24.96	101,837	D
Class A Common Stock	04/23/2004		M⁽²⁾		200,000	A	$0	301,837	D
Class A Common Stock	04/23/2004⁽¹⁾		S		100,000	D	$24.83	201,837	D
Class A Common Stock	04/23/2004⁽¹⁾		S		20,000	D	$24.8	181,837	D
Class A Common Stock	04/23/2004⁽¹⁾		S		80,000	D	$24.96	101,837	D
Class A Common Stock								3,537.1	I	By Profit Sharing Plan
Class A Common Stock								313.8465	I	By 401(k) Plan
Class A Common Stock								11,120	I	As Trustee for Children

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)
Class B Common Stock	$0	04/23/2004		M⁽²⁾			200,000	⁽³⁾	⁽³⁾	Class A Common Stock	200,000	$0	4,838,921	D
Employee Stock Opt. Right to Buy	$25.53							03/01/2005	02/28/2014	Class A Common Stock	300,000		300,000	D
Employee Stock Opt. Right to Buy	$28.25							03/01/2006	10/23/2009	Class A Common Stock	1,000,000		1,000,000⁽⁴⁾	D

Explanation of Responses:

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

2. In accordance with the Company's Articles of Incorporation, the Class B Common Stock is convertable on a one-for-one basis with the Class A Common Stock. Upon disposition by Mr. Smulyan any shares of Class B Common Stock automatically convert into shares of Class A Common Stock.

3. Pursuant to the Company's Articles of Incorporation, the Class B Common Stock is exercisable by Mr. Smulyan at any time and has no expiration date.

4. The grant agreement provides for accelerated vesting of options to purchase 200,000 shares for each fiscal year in which certain performance targets are met. Thus options to purchase 200,000 shares may vest on March 1, 2000, 2001, 2002, 2003 and 2004. Any options that have not previously vested will vest on March 1, 2006. Upon exercise of the Option, Mr. Smulyan receives Class B Common Stock. The Class B Common Stock is a derivative security of the Class A Common Stock.

	J. Scott Enright, Attorney in Fact	04/26/2004
	** 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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