SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 22)

EMMIS COMMUNICATIONS CORPORATION

(Name of Issuer)

Class A Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

291525400

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 18, 2016

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e) 240.13d-1(f) or 240.13d-1(g), check the following box:   ¨

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liability of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Page 1 of 8 pages)

Amendment No. 22 to Schedule 13D

This Amendment No. 22 to Schedule 13D (this “Amendment No. 22”) is being filed by Jeffrey H. Smulyan, an individual, and E Acquisition Corporation (“EAC”), an Indiana corporation that Mr. Smulyan controls, and relates to the Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), of Emmis Communications Corporation, an Indiana corporation (the “Issuer”). The Schedule 13D filed on October 3, 1995 by Mr. Smulyan, as amended and restated by Amendment No. 1 filed by Mr. Smulyan on May 10, 2006, as amended and supplemented by Amendment No. 2 filed by Mr. Smulyan on August 7, 2006, as amended and restated by Amendment No. 3 filed by Mr. Smulyan on September 18, 2006, as amended and supplemented by Amendment No. 4 filed by Mr. Smulyan on January 12, 2010, as amended and supplemented by Amendment No. 5 filed by Mr. Smulyan on April 27, 2010, as amended and supplemented by Amendment No. 6 filed by Mr. Smulyan, JS Acquisition, Inc., an Indiana corporation, and JS Acquisition, LLC, an Indiana limited liability company (collectively, the “2010 Smulyan Entities”) on May 27, 2010, as amended and supplemented by Amendment No. 7 filed by the 2010 Smulyan Entities on June 7, 2010, as amended and supplemented by Amendment No. 8 filed by the 2010 Smulyan Entities on June 24, 2010, as amended and supplemented by Amendment No. 9 filed by the 2010 Smulyan Entities on July 6, 2010, as amended and supplemented by Amendment No. 10 filed by the 2010 Smulyan Entities on August 4, as amended and supplemented by Amendment No. 11 filed by the 2010 Smulyan Entities on August 9, as amended and supplemented by Amendment No. 12 filed by the 2010 Smulyan Entities on August 16, 2010, as amended and supplemented by Amendment No. 13 filed by the 2010 Smulyan Entities on August 23, 2010, as amended and supplemented by Amendment No. 14 filed by the 2010 Smulyan Entities on August 30, 2010, as amended and supplemented by Amendment No. 15 filed by the 2010 Smulyan Entities on September 3, 2010, as amended and supplemented by Amendment No. 16 filed by the 2010 Smulyan Entities on September 9, 2010, as amended and supplemented by Amendment No. 17 filed by the 2010 Smulyan Entities on September 29, 2010, as amended and supplemented by Amendment No. 18 filed by Mr. Smulyan, HSJS, LLC, an Indiana limited liability company and Herbert Simon, an individual (together, the “2012 HSJS Reporting Persons”) on May 18, 2012, and as amended and supplemented by Amendment No. 19 filed by the 2012 HSJS Reporting Persons on May 30, 2012, and as amended and supplemented by Amendment No. 20 filed by the 2012 HSJS Reporting Persons on July 24, 2012, and as amended and supplemented by Amendment No. 21 filed February 11, 2015 and is hereby amended and supplemented by Mr. Smulyan and E Acquisition Corporation (“EAC” and, together with Mr. Smulyan, the “2016 Reporting Persons”) as set forth below in this Amendment No. 22. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the prior Reports on Schedule 13D referred to in this paragraph.

As described more fully in Item 4, below, on August 18, 2016, Mr. Smulyan delivered a letter to the board of directors of the Issuer, setting forth a non-binding proposal by which EAC would acquire all the outstanding shares of the Class A Common Stock of the Issuer that are not owned by a 2016 Reporting Person at a cash purchase price of $4.10 per share.

As a result of this proposal, the 2016 Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, each 2016 Reporting Person may be deemed to beneficially own any Class A Common Stock that may be beneficially owned by the other 2016 Reporting Persons.

Item 2. Identity and Background

Item 2 is hereby amended to add the following information for updating:

E Acquisition Corporation

Each of the undersigned disclaims beneficial ownership of the Class A Common Stock and Class B Common Stock owned by the other undersigned party, and this filing shall not be construed as an admission that any of such party is, for purposes of Section 13(d) or 13(g) of the Exchange Act or otherwise, the beneficial owner of any of the Class A Common Stock or Class B Common Stock owned by another undersigned party.

Any disclosures herein with respect to persons other than the 2016 Reporting Persons are made on information and belief after making inquiry to the appropriate party.

Item 3. Source and Amount of Funds or Other Considerations.

Item 3 is hereby amended and restated in its entirety by the following:

The shares of Common Stock beneficially owned by the 2016 Reporting Persons were acquired from the Issuer at the time of its formation, by devise or bequest, through open market and privately negotiated purchases using personal funds, or through their service as an officer or director of the Issuer.

Debt financing will be required for the 2016 Reporting Persons to consummate the proposed transaction, but closing of the proposed transaction will not be conditioned on the 2016 Reporting Persons obtaining financing. While such financing will not be a condition to consummation of the proposed transaction, one or more of the 2016 Reporting Persons may, in his or its sole discretion, elect to obtain third-party debt financing for some or all of the amounts payable by him or it in connection with the proposed transaction. EAC has obtained a committed acquisition facility from an affiliate of Falcon Investment Advisors, LLC.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and restated in its entirety by the following:

On August 18, 2016, Jeffrey H. Smulyan delivered to the board of directors of the Issuer a letter (the “Proposal Letter”) setting forth a non-binding proposal by which EAC would acquire all the outstanding shares of the Class A Common Stock of the Issuer that are not owned by a 2016 Reporting Person at a cash purchase price of $4.10 per share.

A copy of the Proposal Letter is filed with this Amendment No. 22 as Exhibit 99.2, and the Proposal Letter is incorporated into this Item 4 by reference. The discussion in this Item 4 is qualified in its entirety by reference to the Proposal Letter.

If the proposed transaction is consummated no shareholder of the Issuer (other than 2016 Reporting Persons) would have an equity interest in the Issuer, and the Issuer’s shares would no longer be registered with the Securities and Exchange Commission.

The board of directors of the Issuer has formed a special committee (the “Special Committee”) to consider the terms and conditions of the proposed transaction and to recommend to the board of directors whether to approve it. The Special Committee is composed of independent and disinterested members of the board of directors who are not 2016 Reporting Persons.

The offer is subject to, among other things:

1. Negotiation and execution of mutually acceptable definitive financing and transaction documentation with customary representations, warranties, covenants and conditions;

2. Receipt of all necessary government regulatory and third-party contractual approvals for the proposed transaction, including any required approvals of the Federal Communications Commission and compliance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976;

3. Reasonably satisfactory completion of due diligence, other than business or operational due diligence, by the financing sources;

4. Receipt of certain amendments to the Issuer’s existing indebtedness; and

5. The absence of a material adverse change with respect to the Issuer.

Debt financing will be required for the 2016 Reporting Persons to consummate the proposed transaction, but closing of the proposed transaction will not be conditioned on the 2016 Reporting Persons obtaining financing.

The proposal will expire without any further action of any party on September 16, 2016.

The 2016 Reporting Persons are interested only in acquiring the publicly held shares of the Class A Common Stock, and do not intend to sell their stake in the Issuer or consider any strategic transaction involving the Issuer that would reduce their ownership stake in the Issuer. The 2016 Reporting Persons currently beneficially own shares of Class A Common Stock and Class B Common Stock representing approximately 52% of the total voting power of the Issuer’s Common Stock, with such shares representing approximately 13% of the total voting power in connection with a going private transaction in which Mr. Smulyan participates.

Except as described herein, the 2016 Reporting Persons have not formulated any plans, proposals or otherwise that related to or would otherwise result in any matter required to be disclosed pursuant to paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety by the following:

According to its Form 10-Q filed with the Securities and Exchange Commission on July 7, 2016, as of July 1, 2016, the Issuer had 11,035,665 (as adjusted for a 1 for 4 reverse stock split implemented July 8, 2016) shares of its Class A Common Stock outstanding. The 2016 Reporting Persons have the following interests in the Class A Common Stock:

Mr. Jeffrey H. Smulyan

E Acquisition Corporation

Item 6. Contracts, Arrangements, Understandings or Relationship With Respect to Securities of the Issuer.

Item 6 is hereby amended and restated in its entirety by the following:

Other than (i) as described herein and (ii) equity compensation arrangements, there are no contracts, arrangements, understandings or relationships among the 2016 Reporting Persons, or between the 2016 Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7. Material to Be Filed as Exhibits.

Item 7 is hereby amended and supplemented to add the following as exhibits hereto:

Signature.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Exhibit 24.1

Power of Attorney

I, Jeffrey H. Smulyan, do hereby appoint James A. Strain, Arthur McMahon III, Bridget C. Hoffman, Blake T. Johnson, and Caitlin Graham Felvus, or any of them, as my true and lawful attorney-in-fact to sign on my behalf individually and to file with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by me pursuant to Section 13 of the Securities and Exchange Act of 1934 and related to Emmis Communications Corporation.

IN WITNESS WHEREOF, I have hereunto set my hand this 18th day of August, 2016.

Power of Attorney

E Acquisition Corporation, an Indiana corporation (the “Company”), hereby appoints James A. Strain, Arthur McMahon III, Bridget C. Hoffman, Blake T. Johnson, and Caitlin Graham Felvus, or any of them, as its true and lawful attorney-in-fact to sign on its behalf individually and to file with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by the Company pursuant to Section 13 of the Securities and Exchange Act of 1934 and related to Emmis Communications Corporation.

IN WITNESS WHEREOF, the undersigned President and Secretary of the Company has hereunto set his hand this 18th day of August, 2016.

Exhibit 99.1

WRITTEN AGREEMENT

RELATING TO THE FILING OF

JOINT 13D STATEMENT -- SEC RULE 13d-1(k)

 Pursuant to Rule 13d-1(k) of the Securities and Exchange Commission, each of the undersigned hereby agrees to the joint filing of Amendment No. 22 to this Schedule 13D/A statement under the Securities Exchange Act of 1934 relating to distribution of the common stock of Emmis Communications Corporation.

Exhibit 99.2

August 18, 2016

The Board of Directors
Emmis Communications Corporation
One Emmis Plaza
40 Monument Circle, Suite 700
Indianapolis, IN 46204

Lady and Gentlemen,

E Acquisition Corporation, an Indiana corporation to be owned principally by me, and, I expect, also by certain officers, directors and other shareholders of Emmis (“Purchaser”), is pleased to offer to acquire, all of the outstanding shares of Class A Common Stock of Emmis Communications Corporation (“Emmis”) that are not beneficially owned by me or certain rollover investors at a cash purchase price of $4.10 per share. I currently beneficially own shares of Emmis’s Class A Common Stock and Class B Common Stock representing approximately 52% of the total voting power of Emmis’s Common Stock, with such shares representing approximately 13% of the total voting power in connection with a going private transaction in which I participate.

We believe that this offer is fair to and in the best interest of Emmis and its various constituencies, including its public shareholders. This offer represents premiums of approximately 25% and 3% over the 90-day volume weighted average closing price and closing price of Emmis’s Class A Common Stock on August 17, 2016. Moreover, in light of the limited trading market and institutional investor interest in the Common Stock, and the lack of significant analyst coverage, we believe the proposed transaction represents a particularly attractive liquidity opportunity for the company’s public shareholders.

We intend to invite a small group of rollover investors, which we expect will include certain other officers and directors of Emmis and a limited number of other accredited investors, to join in the offer as proposed by acquiring equity interests in the Purchaser.

There is no financing contingency to this proposal, as we have obtained a committed acquisition facility from an affiliate of Falcon Investment Advisors, LLC.

Upon the completion of this transaction, Emmis would no longer be a reporting company registered with the Securities and Exchange Commission and would no longer have any public shareholders with stock traded on Nasdaq. In addition, we intend to attempt to reduce Emmis’s indebtedness by selling certain non-core assets of the business. Accordingly, we will be exploring strategic alternatives for Emmis’s publishing division (other than Indianapolis Monthly magazine), WLIB-AM (New York, New York) and its radio stations in Terre Haute, Indiana.

The offer is subject to (i) completion of due diligence by the financing sources, (ii) negotiation and execution of definitive financing and transaction documentation satisfactory to Purchaser and to Emmis, (iii) receipt of certain amendments to Emmis’s existing debt, (iv) absence of a material adverse change with respect to Emmis, and (v) receipt of all necessary governmental regulatory approvals, which we currently expect will be limited to FCC approvals and, if applicable, compliance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

We intend to structure the transaction so that it will also have to be approved by the vote of Emmis’s shareholders that the company’s articles of incorporation require for a going-private transaction in which I participate.

We expect that the Board of Directors of Emmis will form a special committee of independent directors to consider this proposal on behalf of Emmis’s public shareholders and to recommend to the Board of Directors whether to approve the proposal and recommend it to the Class A shareholders. I will vote in favor of that delegation of authority. I also will encourage the special committee to retain its own independent financial advisor and legal counsel to assist in its review. We would welcome the opportunity to present the proposal to the special committee as soon as possible, including a more detailed discussion of the structure of the contemplated transaction which we currently expect will be a merger.

In considering the offer, you should know that I am interested only in acquiring the publicly held shares of Emmis and, in my capacity as shareholder of Emmis, I will not agree to any other transaction involving Emmis or my shares of Emmis. You should also know that we intend to request, in the initial discussions with the special committee and its advisors, that the special committee approve and recommend to the Board of Directors that Emmis be authorized to pay all transaction related expenses incurred in connection with developing this offer and negotiating definitive terms and conditions of same, whether or not a transaction is consummated and that we do not intend to pursue this transaction without such authorization.

We expect to make appropriate filings on Schedule 13D disclosing this proposal promptly after delivery of this letter.

This letter is not intended to create or constitute any legally binding obligation, liability or commitment by Purchaser regarding the proposed transaction and there will be no legally binding contract or agreement between Emmis and Purchaser unless and until a definitive agreement is executed.

Our entire team looks forward to discussing with the special committee and its financial advisor and legal counsel to complete a mutually acceptable transaction. Should you have any questions, please contact us.

This proposal will remain open for the Board’s consideration until September 16, 2016, at which point it will expire without any further action.

Very truly yours,

/s/ Jeff Smulyan

President, E Acquisition Corporation