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)	X	Other (specify below)
	Chairman and CEO		member of 10% 13(d) group

3. Date of Earliest Transaction (Month/Day/Year)
10/23/2013

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)
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	10/23/2013		C		74,513	A	$0.0000⁽¹⁾	730,956	D
Class A Common Stock	10/23/2013		S		74,513	D	$2.4209	656,443	D
Class A Common Stock	10/24/2013		C		48,907	A	$0.0000⁽¹⁾	705,350	D
Class A Common Stock	10/24/2013		S		26,580⁽²⁾	D	$2.4056	678,770	D
Class A Common Stock	10/24/2013		S		48,907	D	$2.4056	629,863	D
Class A Common Stock	10/25/2013		S		67,998⁽²⁾	D	$2.3741	561,865	D
Class A Common Stock								8,441.4075	I	By 401(k) Plan
Class A Common Stock								1,231,046	I	By HSJS, LLC
Class A Common Stock								11,120	I	By Trusts 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	⁽¹⁾	10/23/2013		C			74,513	⁽¹⁾	⁽¹⁾	Class A Common Stock	74,513	$0.0000⁽¹⁾	4,648,171	D
Class B Common Stock	⁽¹⁾	10/24/2013		C			48,907	⁽¹⁾	⁽¹⁾	Class A Common Stock	48,907	$0.0000⁽¹⁾	4,599,264	D

Explanation of Responses:

1. Pursuant to the Company's Articles of Incorporation, shares of Class B Common Stock are convertible on a one-for-one basis into Class A Common Stock at any time with no expiration date, and shares of Class B Common Stock convert automatically into an equivalent number of shares of Class A Common Stock upon disposition by Mr. Smulyan of such Class B Common Stock shares.

2. Mr. Smulyan's sales of these shares are in lieu of the sales that originally were to be made under the 10b5-1 plan referenced in his Form 4's filed on September 17, 2013 and October 7, 2013. The 10b5-1 plan has been terminated.

	J. Scott Enright, attorney in fact	10/25/2013
	** 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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