0001209191-18-018152.txt : 20180308 0001209191-18-018152.hdr.sgml : 20180308 20180308171516 ACCESSION NUMBER: 0001209191-18-018152 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180306 FILED AS OF DATE: 20180308 DATE AS OF CHANGE: 20180308 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hale Mark S CENTRAL INDEX KEY: 0001328347 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34004 FILM NUMBER: 18677405 MAIL ADDRESS: STREET 1: 312 WALNUT STREET, 18TH FL. CITY: CINCINNATI STATE: OH ZIP: 45202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Scripps Networks Interactive, Inc. CENTRAL INDEX KEY: 0001430602 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 611551890 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9721 SHERRILL BOULEVARD CITY: KNOXVILLE STATE: TN ZIP: 37932 BUSINESS PHONE: 865-694-2700 MAIL ADDRESS: STREET 1: 9721 SHERRILL BOULEVARD CITY: KNOXVILLE STATE: TN ZIP: 37932 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-03-06 1 0001430602 Scripps Networks Interactive, Inc. SNI 0001328347 Hale Mark S 9721 SHERRILL BOULEVARD KNOXVILLE TN 37932 0 1 0 0 EVP, Global Operations & CTO Class A Common Shares, $.01 par value per share 2018-03-06 4 D 0 2526 D 0 D Class A Common Shares, $.01 par value per share 2018-03-06 4 D 0 26972 D 0 I Wife's Trust Restricted Stock Unit 2018-03-06 4 D 0 17472 D Class A Common 17472 0 D Options 2018-03-06 4 D 0 92340 D Class A Common 92340 0 D Pursuant to the Agreement and Plan of Merger, dated July 31, 2017 (the "Merger Agreement"), by and among the Issuer, Discovery Communications, Inc. ("Discovery"), and Skylight Merger Sub, Inc., the reporting person's shares were converted into the right to receive, at the election of the reporting person, (i) mixed consideration of $65.82 in cash and 1.0584 shares of Discovery Series C common stock for each share, (ii) $90.00 in cash for each share or (iii) 3.9392 shares of Discovery Series C common stock for each share, subject to the terms and conditions set forth in the Merger Agreement including, in the case of an election to receive all cash or all stock, the proration procedures in the event that cash or stock is oversubscribed. Seventy percent of the reporting person's outstanding restricted stock units were converted into the right to receive a lump sum cash payment equal to (i) the number of shares subject to such percentage of the reporting person's restricted stock units, multiplied by (ii) $90.00. The remaining thirty percent of the reporting person's outstanding restricted stock units were converted into the right to receive a number of shares of Discovery Series C Common Stock equal to the product of (i) of the number of shares subject to such percentage of the reporting person's outstanding restricted stock units and (ii) 3.9392. Seventy percent of the reporting person's outstanding options were cancelled in exchange for the right to receive a cash payment equal to the excess of $90.00 over the exercise price of such option. The remainder of the reporting person's outstanding options were cancelled in exchange for the right to receive a fully-vested option (an "Adjusted Stock Option") to purchase the number of shares of Discovery Series C common stock equal to the product of (i) thirty percent of the number shares subject to such outstanding options, multiplied by (ii) the Option Exchange Ratio, which Adjusted Stock Option shall have an exercise price per share of Discovery Series C common stock equal to the quotient obtained by dividing (x) the exercise price of such outstanding option, by (y) the Option Exchange Ratio. The "Option Exchange Ratio" is obtained by dividing (i) the weighted average of the Scripps Class A Shares on March 5, 2018 by (ii) 22.8471. /s/ Cynthia L. Gibson, Attorney-in-fact for Mark S. Hale 2018-03-08