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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Scripps Networks Interactive, Inc. [ SNI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/14/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 12/14/2016 | G(1) | 20,833 | D | $0.00 | 639,180 | D | |||
Class A Common Shares, $.01 par value per share | 146,811(2) | I | By GRAT | |||||||
Common Voting Shares, $.01 par value per share | 186,844(3) | I | By GRAT | |||||||
Common Voting Shares, $.01 par value per share | 503,043 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | $40.42 | 04/26/2008 | 04/25/2017 | Class A Common Shares | 5,096 | 5,096 | D | ||||||||
Option | $27.01 | 04/29/2010 | 04/28/2019 | Class A Common Shares | 14,571 | 14,571 | D | ||||||||
Option | $44.1 | 04/28/2011 | 04/27/2018 | Class A Common Shares | 5,231 | 5,231 | D | ||||||||
Option | $51.76 | 05/18/2012 | 05/17/2019 | Class A Common Shares | 4,294 | 4,294 | D | ||||||||
Option | $53.38 | 05/15/2013 | 05/14/2020 | Class A Common Shares | 5,096 | 5,096 | D | ||||||||
Option | $68.14 | 05/14/2014 | 05/13/2021 | Class A Common Shares | 3,837 | 3,837 | D | ||||||||
Option | $75.16 | 05/13/2015 | 05/12/2022 | Class A Common Shares | 4,376 | 4,376 | D |
Explanation of Responses: |
1. On December 14, 2016, the reporting person contributed 20,833 Class A Common Shares, $.01 par value per share, to a philanthropic organization. |
2. These shares were previously reported as directly beneficially owned. On August 24, 2015, 190,494 Class A Common Shares were contributed to a grantor-retained annuity trust ("GRAT") of which the reporting person is trustee, and on October 24, 2016, this GRAT delivered 43,683 of such shares to the reporting person in satisfaction of its annuity obligations. On the reporting person's Forms 4 filed on March 21, 2016, March 9, 2016 and September 3, 2015, the shares held by this GRAT were incorrectly shown as directly rather than indirectly held. |
3. These shares were previously reported as directly beneficially owned. On August 31, 2015, 300,000 Common Voting Shares were contributed to a grantor-retained annuity trust ("GRAT") of which the reporting person is trustee, and on October 24, 2016, this GRAT delivered 113,156 of such shares to the reporting person in satisfaction of its annuity obligations. On the reporting person's Forms 4 filed on March 21, 2016, March 9, 2016 and September 3, 2015, the shares held by this GRAT were incorrectly shown as directly rather than indirectly held. |
Remarks: |
The reporting person may be deemed to have shared voting power with respect to more than 10% of the Class A Common Shares of the Issuer (due solely to the convertibility of Common Voting Shares of the Company into Class A Common Shares on a share-for-share basis) due to the voting provisions of the Amended and Restated Scripps Family Agreement dated May 19, 2015, to which the reporting person is a party. The reporting person filed a Schedule 13D with the Commission on January 24, 2013, as last amended on October 7, 2016. |
/s/ Tracy Tunney Ward on behalf of Miramar Services, Inc. as Attorney-In-Fact for Nackey E. Scagliotti | 12/16/2016 | |
** 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. |