UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Scripps
Networks Interactive, Inc.
(Name of Issuer)
Class A Common Shares
(Title of Class of Securities)
811054402
(CUSIP Number)
Tracy Tunney Ward
Miramar Services, Inc.
250 Grandview Ave., Suite 400
Fort Mitchell, KY 41017
(859) 655-4503
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 15, 2015
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page. |
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 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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1 |
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Name of
reporting person Adam R. Scripps |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
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SEC use only
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4 |
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Source of funds (see instructions)
OO |
5 |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
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Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
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Sole voting power
1,138,108 |
|
8 |
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Shared voting power
31,533,112 |
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9 |
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Sole dispositive power
2,742,108 |
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10 |
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Shared dispositive power
0 |
11 |
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Aggregate amount beneficially owned by each reporting person
32,671,220 |
12 |
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row 11 26.0% |
14 |
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Type of reporting person (see
instructions) IN |
-2-
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1 |
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Name of
reporting person Anne La Dow |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
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SEC use only
|
4 |
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Source of funds (see instructions)
OO |
5 |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
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Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
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Sole voting power
0 |
|
8 |
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Shared voting power
31,533,112 |
|
9 |
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Sole dispositive power
160,361 |
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10 |
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Shared dispositive power
0 |
11 |
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Aggregate amount beneficially owned by each reporting person
31,533,112 |
12 |
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row 11 25.1% |
14 |
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Type of reporting person (see
instructions) IN |
-3-
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1 |
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Name of
reporting person Anne M. La Dow Trust under Agreement dated 10/27/2011 |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
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SEC use only
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4 |
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Source of funds (see instructions)
OO |
5 |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
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Citizenship or place of
organization California |
Number of
shares beneficially
owned by each
reporting person
with: |
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7 |
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Sole voting power
0 |
|
8 |
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Shared voting power
31,533,112 |
|
9 |
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Sole dispositive power
160,361 |
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10 |
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Shared dispositive power
0 |
11 |
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Aggregate amount beneficially owned by each reporting person
31,533,112 |
12 |
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row 11 25.1% |
14 |
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Type of reporting person (see
instructions) OO |
-4-
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1 |
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Name of
reporting person Anthony S. Granado |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
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SEC use only
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4 |
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Source of funds (see instructions)
OO |
5 |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
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Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
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Sole dispositive power
100 |
|
10 |
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Shared dispositive power
0 |
11 |
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Aggregate amount beneficially owned by each reporting person
31,533,112 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row 11 25.1% |
14 |
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Type of reporting person (see
instructions) IN |
-5-
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1 |
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Name of
reporting person Barbara Victoria Scripps Evans |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
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SEC use only
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4 |
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Source of funds (see instructions)
OO |
5 |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
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Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
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Sole dispositive power
112,468 |
|
10 |
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Shared dispositive power
1,096,436 |
11 |
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Aggregate amount beneficially owned by each reporting person
31,533,112 |
12 |
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row 11 25.1% |
14 |
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Type of reporting person (see
instructions) IN |
-6-
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1 |
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Name of
reporting person Careen Cardin |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
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SEC use only
|
4 |
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Source of funds (see instructions)
OO |
5 |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
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Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
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Sole dispositive power
6,000 |
|
10 |
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Shared dispositive power
0 |
11 |
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Aggregate amount beneficially owned by each reporting person
31,533,112 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row 11 25.1% |
14 |
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Type of reporting person (see
instructions) IN |
-7-
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1 |
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Name of
reporting person Charles E. Scripps, Jr. |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
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SEC use only
|
4 |
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Source of funds (see instructions)
OO |
5 |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
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Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
492,497 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
2,096,496 |
|
10 |
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Shared dispositive power
0 |
11 |
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Aggregate amount beneficially owned by each reporting person
32,025,609 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row 11 25.5% |
14 |
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Type of reporting person (see
instructions) IN |
-8-
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1 |
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Name of
reporting person Charles Kyne McCabe |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
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SEC use only
|
4 |
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Source of funds (see instructions)
OO |
5 |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
1,653,308 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
3,922,308 |
|
10 |
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Shared dispositive power
0 |
11 |
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Aggregate amount beneficially owned by each reporting person
33,186,420 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row 11 26.4% |
14 |
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Type of reporting person (see
instructions) IN |
-9-
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1 |
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Name of
reporting person Charles L. Barmonde |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
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SEC use only
|
4 |
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Source of funds (see instructions)
OO |
5 |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
1,000 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,112 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row 11 25.1% |
14 |
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Type of reporting person (see
instructions) IN |
-10-
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1 |
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Name of
reporting person Cody Dubuc |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
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SEC use only
|
4 |
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Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
7,000 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,112 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
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Type of reporting person (see
instructions) IN |
-11-
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1 |
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Name of
reporting person Corina S. Granado |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
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SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
284,119 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
1,085,619 |
|
10 |
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Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,817,231 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row 11 25.3% |
14 |
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Type of reporting person (see
instructions) IN |
-12-
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1 |
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Name of
reporting person Crystal Vasquez Lozano |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
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SEC use only
|
4 |
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Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
200 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
300 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,312 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row 11 25.1% |
14 |
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Type of reporting person (see
instructions) IN |
-13-
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1 |
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Name of
reporting person Cynthia J. Scripps |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
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SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
113,943 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
915,943 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,647,055 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.2% |
14 |
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Type of reporting person (see
instructions) IN |
-14-
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1 |
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Name of
reporting person Douglas A. Evans |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
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SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
10,228 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,112 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
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Type of reporting person (see
instructions) IN |
-15-
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1 |
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Name of
reporting person Douglas A. Evans 1983 Trust |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization California |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
17,320 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,112 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) OO |
-16-
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1 |
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Name of
reporting person Eaton M. Scripps |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
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SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
486,422 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
2,736,401 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
32,019,534 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.5% |
14 |
|
Type of reporting person (see
instructions) IN |
-17-
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1 |
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Name of
reporting person Edward W. Scripps, Jr. |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
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SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
1,056,410 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
2,769,621 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
32,589,522 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.9% |
14 |
|
Type of reporting person (see
instructions) IN |
-18-
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|
1 |
|
Name of
reporting person Eli W. Scripps |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
45,034 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
312,367 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,578,146 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) IN |
-19-
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|
1 |
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Name of
reporting person Elizabeth A. Logan |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
22,993 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
159,991 |
|
10 |
|
Shared dispositive power
1,604,000 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,556,105 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) IN |
-20-
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|
1 |
|
Name of
reporting person Elizabeth Scripps |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
200 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
202 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,312 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) IN |
-21-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Ellen B. Granado |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
100 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,112 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) IN |
-22-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Ellen M. Scripps Kaheny |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
200 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
53,318 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,312 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) IN |
-23-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Ellen M. Scripps Kaheny Revocable Trust dtd April 17,
2014 |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization California |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
200 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
53,318 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,312 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) OO |
-24-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Estate of Robert P. Scripps, Jr. |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization Texas |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
758,108 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
2,362,108 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
32,291,220 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.7% |
14 |
|
Type of reporting person (see
instructions) IN |
-25-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Eva Scripps Attal |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
819,454 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
1,642,597 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
32,352,566 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.7% |
14 |
|
Type of reporting person (see
instructions) IN |
-26-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Geraldine Scripps Granado |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
100 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,112 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) IN |
-27-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Gerald J. Scripps |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
38,034 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
318,034 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,571,146 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) IN |
-28-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person J. Sebastian Scripps |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
556,950 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
2,160,948 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
32,090,062 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.5% |
14 |
|
Type of reporting person (see
instructions) IN |
-29-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person James Bryce Vasquez |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
100 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,112 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) IN |
-30-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Jimmy R. Scripps |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
937,647 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
2,541,647 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
32,470,759 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.8% |
14 |
|
Type of reporting person (see
instructions) IN |
-31-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person John P. Scripps |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
200 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
87,098 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,312 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) IN |
-32-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person John P. Scripps Trust Exempt Trust under agreement dated
2/10/77 |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization California |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
49,382 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,112 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) OO |
-33-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person John P. Scripps Trust under agreement dated 2/10/77 FBO Barbara
Scripps Evans |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization California |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
349,018 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,112 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) OO |
-34-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person John P. Scripps Trust FBO Douglas A. Evans under agreement dated
12/28/84 |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization California |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
33,780 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,112 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) OO |
-35-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person John P. Scripps Trust FBO Ellen McRae Scripps under agreement dated
12/28/84 |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization California |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
33,780 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,112 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) OO |
-36-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person John P. Scripps Trust FBO Paul K. Scripps under agreement dated
2/10/77 |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization California |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
349,018 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,112 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) OO |
-37-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person John P. Scripps Trust under agreement dated 2/10/77 FBO Peter M.
Scripps |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization California |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
349,018 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,112 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) OO |
-38-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person John Patrick Scripps |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
1,400 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
1,401 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,534,512 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) IN |
-39-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person John Peter Scripps 2013 Revocable Trust dtd December 20,
2013 |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization California |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
200 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
87,098 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,312 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) OO |
-40-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Jonathan L. Scripps |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
116,034 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
383,367 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,649,146 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.2% |
14 |
|
Type of reporting person (see
instructions) IN |
-41-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Julia Scripps Heidt |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
126,169 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
928,169 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,659,281 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.2% |
14 |
|
Type of reporting person (see
instructions) IN |
-42-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Kathy Scripps |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,715,120 |
|
9 |
|
Sole dispositive power
0 |
|
10 |
|
Shared dispositive power
1,786,008 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,715,120 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.2% |
14 |
|
Type of reporting person (see
instructions) IN |
-43-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Kendall S. Barmonde |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
1,000 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,112 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) IN |
-44-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Keon Korey Vasquez |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
200 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
300 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,312 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) IN |
-45-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person La Dow Family Trust under agreement dated 6/29/2004 |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization California |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
305,824 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,112 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) OO |
-46-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Manuel E. Granado |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
100 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,112 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) IN |
-47-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Margaret Scripps Klenzing |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
39,319 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
841,315 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,572,431 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) IN |
-48-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Marilyn S. Wade |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
802,000 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,112 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) IN |
-49-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Mary Ann S. Sanchez |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
1,603,999 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
32,335,111 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.6% |
14 |
|
Type of reporting person (see
instructions) IN |
-50-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Mary Peirce |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
64,339 |
|
8 |
|
Shared voting power
33,137,112 |
|
9 |
|
Sole dispositive power
864,339 |
|
10 |
|
Shared dispositive power
1,604,000 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,597,451 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) IN |
-51-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Maxwell Christopher Logan |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
1 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,112 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) IN |
-52-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Megan Scripps Tagliaferri |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
802,000 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,112 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) IN |
-53-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Molly E. McCabe |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
23,416 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
825,416 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,556,528 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) IN |
-54-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Monica Holcomb |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
150 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,112 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) IN |
-55-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Nackey E. Scagliotti |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
766,742 |
|
8 |
|
Shared voting power
31,552,883 |
|
9 |
|
Sole dispositive power
1,556,629 |
|
10 |
|
Shared dispositive power
19,771 |
11 |
|
Aggregate amount beneficially owned by each reporting person
32,319,625 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.7% |
14 |
|
Type of reporting person (see
instructions) IN |
-56-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Paul K. Scripps |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
34,267 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
68,047 |
|
10 |
|
Shared dispositive power
1,096,436 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,567,379 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) IN |
-57-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Peggy Scripps Evans |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
2 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,112 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) IN |
-58-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Peter M. Scripps |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
0 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,112 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) IN |
-59-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Peter R. La Dow |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
305,824 |
|
10 |
|
Shared dispositive power
1,096,436 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,112 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) IN |
-60-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Raymundo H. Granado, Jr. |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
200 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
300 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,312 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) IN |
-61-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Rebecca Scripps Brickner |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
32,291,220 |
|
9 |
|
Sole dispositive power
801,850 |
|
10 |
|
Shared dispositive power
2,362,108 |
11 |
|
Aggregate amount beneficially owned by each reporting person
32,291,220 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.7% |
14 |
|
Type of reporting person (see
instructions) IN |
-62-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person R. Michael Scagliotti |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,552,883 |
|
9 |
|
Sole dispositive power
12,063 |
|
10 |
|
Shared dispositive power
19,771 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,552,883 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) IN |
-63-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Sam D.F. Scripps |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
1 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,112 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) IN |
-64-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Samantha J. Brickner |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
200 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
250 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,312 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) IN |
-65-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Savannah Brickner |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
200 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
250 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,312 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) IN |
-66-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Samuel Joseph Logan |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
1 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,112 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) IN |
-67-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Scripps Family 1992 Revocable Trust, dated 06-09-92 |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization California |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
182,008 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
1,786,008 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,715,120 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.2% |
14 |
|
Type of reporting person (see
instructions) OO |
-68-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person The Marital Trust of the La Dow Family Trust (subtrust of La Dow
Family Trust) |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization California |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
299,124 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,112 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) OO |
-69-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person The Paul K. Scripps Family Revocable Trust |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization California |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
5,168 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
5,168 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,538,280 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) OO |
-70-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person The Peter M. Scripps Trust under agreement dated
11/13/2002 |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization Wyoming |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
0 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,112 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) OO |
-71-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Thomas S. Evans |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
0 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,112 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) IN |
-72-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Thomas S. Evans Irrevocable Trust under agreement dated
11/13/12 |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization California |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
61,368 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,112 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) OO |
-73-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Victoria S. Evans Trust under agreement dated
5/19/2004 |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization California |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
0 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,112 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) OO |
-74-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Virginia S. Vasquez |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
48,719 |
|
8 |
|
Shared voting power
32,291,220 |
|
9 |
|
Sole dispositive power
850,369 |
|
10 |
|
Shared dispositive power
2,362,108 |
11 |
|
Aggregate amount beneficially owned by each reporting person
32,339,939 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.7% |
14 |
|
Type of reporting person (see
instructions) IN |
-75-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Welland H. Scripps |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
1 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,112 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) IN |
-76-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Wendy E. Scripps |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
805,722 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
1,607,722 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
32,338,834 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.7% |
14 |
|
Type of reporting person (see
instructions) IN |
-77-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person Wesley W. Scripps |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
5,575 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
5,675 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,538,687 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) IN |
-78-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person William A. Scripps |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
302,647 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
1,906,447 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,835,759 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.3% |
14 |
|
Type of reporting person (see
instructions) IN |
-79-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person William A. Scripps, Jr. |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
200 |
|
8 |
|
Shared voting power
31,533,112 |
|
9 |
|
Sole dispositive power
300 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,533,312 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.1% |
14 |
|
Type of reporting person (see
instructions) IN |
-80-
|
|
|
|
|
|
|
1 |
|
Name of
reporting person William H. Scripps |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
31,715,120 |
|
9 |
|
Sole dispositive power
0 |
|
10 |
|
Shared dispositive power
1,786,008 |
11 |
|
Aggregate amount beneficially owned by each reporting person
31,715,120 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 25.2% |
14 |
|
Type of reporting person (see
instructions) IN |
-81-
CUSIP No. 811054402
EXPLANATORY NOTE
This Amendment No. 7 to Schedule 13D (this Amendment) amends the items included herein that were contained in the Schedule
13D filed on January 24, 2013 and amended by Amendment No. 1 dated March 18, 2013, Amendment No. 2 dated September 20, 2013, Amendment No. 3 dated April 1, 2014, Amendment No. 4 dated July 7, 2014,
Amendment No. 5 dated October 10, 2014 and Amendment No. 6 dated January 14, 2015 (as amended, the Original Schedule 13D and, together with this Amendment, this Schedule 13D) relating to the Class A
Common Shares, $.01 par value per share (the Class A Common Shares), and Common Voting Shares, $.01 par value per share (the Common Voting Shares, and, together with the Class A Common Shares, the Common
Shares), of Scripps Networks Interactive, Inc., an Ohio corporation (the Issuer).
The persons filing this Schedule 13D
(the Reporting Persons) are parties to the Scripps Family Agreement dated October 15, 1992, as amended and restated on May 19, 2015 (the Scripps Family Agreement), which restricts the transfer and governs the voting
of Common Voting Shares that the Reporting Persons own or may acquire. Certain of the Reporting Persons are residuary beneficiaries (the Trust Beneficiaries) of The Edward W. Scripps Trust (the Trust), which held 32,080,000
Common Voting Shares and 32,762,195 Class A Common Shares prior to the distribution or sale of such shares on March 14, 2013 (on which 63,221,105 of the Common Shares were distributed to the residuary beneficiaries of the Trust (the
Trust Beneficiaries) or to co-guardians (now co-trustees) on behalf of a minor Trust Beneficiary, other than three other Trust Beneficiaries who are minors (the Minors)), March 19,
2013 (on which 37 Class A Common Shares held by the Trust were sold in the open market so that no fractional shares would be distributed) and September 20, 2013 (on which the remaining 1,621,053 Common Shares held by the Trust were
distributed to trusts established for the purpose of holding the shares on behalf of the Minors (collectively, the Minors Trusts)). In addition, since the filing of the Original Schedule 13D, the Reporting Persons have engaged in
transactions in the Common Shares and new parties have been added to the Scripps Family Agreement.
This Amendment is being filed to,
among other things, (a) add additional new parties to the Scripps Family Agreement as Reporting Persons under this Schedule 13D, (b) provide or update the information regarding the beneficial ownership of the Common Shares by the Reporting
Persons and (c) describe the amendment and restatement of the Scripps Family Agreement.
Item 2. |
Identity and Background. |
Appendix A, which is referred to in Item 2 of the
Original Schedule 13D, is hereby amended to add the information set forth on Appendix A hereto regarding each new Reporting Person.
Item 3. |
Source and Amount of Funds or Other Consideration. |
Item 3 of the Original Schedule
13D is hereby amended to add the following:
The aggregate price of the purchased Common Shares being reported in Item 5(c) of this
Amendment was approximately $.2 million for Nackey E. Scagliotti, $1 million for Charles Kyne McCabe, $1.6 million for Eva Scripps Attal, $.9 million for Gerald J. Scripps, $48.3 million for Eaton M. Scripps and $8.6 million for Edward W.
Scripps. The respective purchasers personal funds were used as the source of funding for these Common Shares.
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CUSIP No. 811054402
Item 4. |
Purpose of the Transaction. |
Item 4 of the Original Schedule 13D is hereby amended
to add the following:
Since the filing of the Original Schedule 13D, the Reporting Persons have engaged in transactions in the Common
Shares, including those set forth on Appendix C hereto. These transactions include market sales, a market purchase, private sales, gifts, trust contributions and distributions and sales to the Issuer.
The sale by two Reporting Persons, Careen Cardin and Cody Dubuc, of 395,000 and 394,000 Common Voting Shares, respectively, to Eva Scripps
Attal, Gerald J. Scripps, Eaton M. Scripps and Edward W. Scripps closed on January 27, 2015.
On February 27, 2015, the Issuer
repurchased an aggregate of 3,007,162 Class A Common Shares at a purchase price of $72.09 per share from (a) J. Sebastian Scripps, a Reporting Person, (b) a trust created for a minor Trust Beneficiary, of which Elizabeth A. Logan
and Mary Peirce, each a Reporting Person, serve as co-trustees, and (c) the Minors Trusts, of which Mary Ann S. Sanchez, a Reporting Person, is a trust advisor.
At the Issuers annual meeting of shareholders held on May 12, 2015, the term as a director of one Reporting Person,
Nackey E. Scagliotti, ended and she did not stand for re-election. Two other Reporting Persons, Mary Peirce and Wesley W. Scripps were re-elected to serve as a director of the Issuer until the next annual meeting of shareholders.
Item 5. |
Interest in Securities of the Issuer. |
Item 5 of the Original Schedule 13D is
hereby amended and restated in its entirety as follows:
(a) Appendix B hereto sets forth (i) the number of Common Voting
Shares and Class A Common Shares beneficially owned by each Reporting Person (excluding Common Shares beneficially owned by other Reporting Persons unless otherwise indicated), (ii) the aggregate number of Common Voting Shares and
Class A Common Shares that may be deemed to be beneficially owned by each Reporting Person, including all Common Voting Shares subject to the Scripps Family Agreement, and (iii) the percentage of the number of outstanding Common Voting
Shares and Class A Common Shares that may be deemed to be beneficially owned by each Reporting Person.
(b) Except as provided in the
Scripps Family Agreement or as set forth on Appendix B, each Reporting Person has the sole power to dispose or direct the disposition of all Class A Common Shares and Common Voting Shares that such Reporting Person beneficially owned as
of May 22, 2015.
The Common Voting Shares held by the Reporting Persons will be voted as instructed by a vote conducted in
accordance with the procedures of Section 9 of the Scripps Family Agreement. Due to this shared voting power, the aggregate number of Common Voting Shares that may be deemed to be beneficially owned by each Reporting Person includes Common
Voting Shares held by the other Reporting Persons. The 1,604,000 Common Voting Shares held by the co-trustees on behalf of the minor Trust Beneficiary and the 801,999 Common Voting Shares held by the Minors Trusts are not subject to the
Scripps Family Agreement, and the Reporting Persons as a group do not have shared voting power with respect to these shares.
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CUSIP No. 811054402
(c) Except as described herein and on Appendix C, none of the Reporting Persons has
effected any transactions in the Class A Common Shares or Common Voting Shares in the past 60 days.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 of the Original Schedule 13D is
hereby amended to add the following at the end of the Section entitled Scripps Family Agreement:
On May 19, 2015, the
Reporting Persons entered into an Amended and Restated Scripps Family Agreement (which will continue to be referred to as the Scripps Family Agreement) with the Issuer and The E.W. Scripps Company, which, among other things, expanded the
categories of permitted transferees of the Common Voting Shares, removed provisions that were no longer applicable and consolidated the effects of the prior amendments to the agreement. The full text of the Scripps Family Agreement, as amended and
restated, is attached hereto as Exhibit 2.
The sale by two Reporting Persons, Careen Cardin and Cody Dubuc, of 395,000 and 394,000
Common Voting Shares, respectively, to Eva Scripps Attal, Gerald J. Scripps, Eaton M. Scripps and Edward W. Scripps closed on January 27, 2015.
The first paragraph under the heading Other Relationships is hereby amended and restated in its entirety as follows:
Ms. Mary Peirce and Mr. Wesley W. Scripps are directors of the Issuer and, as compensation for their Board service, have
received options to purchase Class A Common Shares and restricted stock units that will be settled in Class A Common Shares upon vesting. These Reporting Persons may receive annual awards of options or restricted stock units in the future
in accordance with the Issuers current Board compensation program.
Item 7. |
Material to be Filed as Exhibits |
1. |
Joint Filing Agreement and Power of Attorney signed by the new Reporting Persons. |
2. |
Amended and Restated Scripps Family Agreement, dated May 19, 2015. |
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CUSIP No. 811054402
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct and each agrees, pursuant to Rule 13d-1(k)(1)(iii), that a Joint Schedule 13D be filed on behalf of each of the undersigned in respect to the Class A Common Stock of the Issuer.
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* |
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* |
Virginia S. Vasquez, individually and as co-executor of the estate of Robert P. Scripps, Jr. |
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Rebecca Scripps Brickner, individually and as co-executor of the estate of Robert P. Scripps, Jr. |
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* |
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* |
Edward W. Scripps, Jr. |
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Corina S. Granado |
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* |
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* |
Jimmy R. Scripps |
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Mary Ann S. Sanchez |
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* |
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* |
Margaret Scripps Klenzing |
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William H. Scripps |
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* |
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* |
Marilyn S. Wade |
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Adam R. Scripps |
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* |
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* |
William A. Scripps |
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Gerald J. Scripps |
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* |
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* |
Charles E. Scripps, Jr. |
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Eli W. Scripps |
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* |
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* |
Jonathan L. Scripps |
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Peter M. Scripps |
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* |
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* |
Barbara Victoria Scripps Evans |
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Molly E. McCabe |
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/s/ Tracy Tunney Ward |
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June 5, 2015 |
Tracy Tunney Ward, on behalf of Miramar Services, Inc.
(Attorney-in-fact) |
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Date |
* |
Tracy Tunney Ward, by signing her name hereto, does sign this document on behalf of such person pursuant to a power of attorney executed by such person and attached to the Schedule 13D. |
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CUSIP No. 811054402
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JOHN P. SCRIPPS TRUST UNDER AGREEMENT DATED 2/10/77 FBO PETER M. SCRIPPS |
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JOHN P. SCRIPPS TRUST FBO PAUL K. SCRIPPS UNDER AGREEMENT DATED 2/10/77 |
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* |
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* |
Paul K. Scripps, Trustee |
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Paul K. Scripps, Trustee |
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* |
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* |
Peter R. La Dow, Trustee |
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Peter R. La Dow, Trustee |
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* |
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* |
Barbara Victoria Scripps Evans, Trustee |
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Barbara Victoria Scripps Evans, Trustee |
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JOHN P. SCRIPPS TRUST EXEMPT TRUST UNDER
AGREEMENT DATED 2/10/77 |
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JOHN P. SCRIPPS TRUST UNDER AGREEMENT DATED 2/10/77 FBO BARBARA SCRIPPS EVANS |
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* |
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* |
Paul K. Scripps, Trustee |
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Paul K. Scripps, Trustee |
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* |
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* |
Peter R. La Dow, Trustee |
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Peter R. La Dow, Trustee |
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* |
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* |
Barbara Victoria Scripps Evans, Trustee |
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Barbara Victoria Scripps Evans, Trustee |
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THE MARITAL TRUST OF THE LA DOW FAMILY TRUST |
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ANNE M. LA DOW TRUST UNDER AGREEMENT DATED 10/27/2011 |
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* |
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* |
Peter R. La Dow, Trustee |
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Anne La Dow, Trustee |
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THE LA DOW FAMILY TRUST UNDER AGREEMENT DATED 6/29/2004 |
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* |
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Peter R. La Dow, Trustee |
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/s/ Tracy Tunney Ward |
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June 5, 2015 |
Tracy Tunney Ward, on behalf of Miramar Services, Inc.
(Attorney-in-fact) |
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Date |
* |
Tracy Tunney Ward, by signing her name hereto, does sign this document on behalf of such person pursuant to a power of attorney executed by such person and attached to the Schedule 13D. |
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CUSIP No. 811054402
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JOHN PETER SCRIPPS 2013 REVOCABLE TRUST DTD
DECEMBER 20, 2013 |
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JOHN P. SCRIPPS TRUST FBO ELLEN MCRAE SCRIPPS
UNDER AGREEMENT DATED 12/28/84 |
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* |
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* |
John P. Scripps, Trustee |
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Paul K. Scripps, Trustee |
JOHN P. SCRIPPS TRUST FBO DOUGLAS A. EVANS UNDER AGREEMENT DATED
12/28/84 |
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DOUGLAS A. EVANS 1983 TRUST |
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* |
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* |
Barbara Victoria Scripps Evans, Trustee |
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Barbara Victoria Scripps Evans, Trustee |
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ELLEN M. SCRIPPS KAHENY REVOCABLE TRUST DTD APRIL 17, 2014 |
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VICTORIA S. EVANS TRUST UNDER AGREEMENT DATED 5/19/2004 |
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* |
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* |
Ellen M. Scripps Kaheny, Trustee |
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Barbara Scripps Evans, Trustee |
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PETER M. SCRIPPS TRUST UNDER AGREEMENT DATED 11/13/2002 |
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PAUL K. SCRIPPS FAMILY REVOCABLE TRUST |
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* |
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* |
Peter M. Scripps, Trustee |
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Paul K. Scripps, Trustee |
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THOMAS S. EVANS IRREVOCABLE TRUST UNDER AGREEMENT DATED 11/13/2012 |
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SCRIPPS FAMILY 1992 REVOCABLE TRUST, DATED 06-09-92 |
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* |
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* |
Barbara Victoria Scripps Evans, Trustee |
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William H. Scripps, Trustee |
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* |
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Kathy Scripps, Trustee |
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/s/ Tracy Tunney Ward |
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June 5, 2015 |
Tracy Tunney Ward, on behalf of Miramar Services, Inc.
(Attorney-in-fact) |
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Date |
* |
Tracy Tunney Ward, by signing her name hereto, does sign this document on behalf of such person pursuant to a power of attorney executed by such person and attached to the Schedule 13D. |
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CUSIP No. 811054402
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* |
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* |
Thomas S. Evans |
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Douglas A. Evans |
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* |
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* |
Julia Scripps Heidt |
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Paul K. Scripps |
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* |
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* |
Charles Kyne McCabe |
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Peter R. La Dow |
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* |
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* |
J. Sebastian Scripps |
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Anne La Dow |
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* |
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* |
Wendy E. Scripps |
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Nackey E. Scagliotti |
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* |
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* |
Cynthia J. Scripps |
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Elizabeth A. Logan |
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* |
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* |
Mary Peirce |
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John P. Scripps |
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* |
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* |
Eva Scripps Attal |
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Megan Scripps Tagliaferri |
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* |
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* |
Eaton M. Scripps |
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Kathy Scripps |
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* |
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* |
Ellen M. Scripps Kaheny |
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Wesley W. Scripps |
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* |
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* |
Careen Cardin |
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Cody Dubuc |
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* |
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* |
R. Michael Scagliotti |
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Sam D.F. Scripps |
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* |
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* |
Welland H. Scripps |
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William A. Scripps, Jr. |
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/s/ Tracy Tunney Ward |
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June 5, 2015 |
Tracy Tunney Ward, on behalf of Miramar Services, Inc.
(Attorney-in-fact) |
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Date |
* |
Tracy Tunney Ward, by signing her name hereto, does sign this document on behalf of such person pursuant to a power of attorney executed by such person and attached to the Schedule 13D. |
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CUSIP No. 811054402
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* |
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* |
Kendall S. Barmonde |
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Charles L. Barmonde |
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* |
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* |
Manuel E. Granado |
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Geraldine Scripps Granado |
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* |
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* |
Raymundo H. Granado, Jr. |
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Anthony S. Granado |
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* |
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* |
Ellen B. Granado |
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Crystal Vasquez Lozano |
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* |
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* |
Elizabeth Scripps |
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James Bryce Vasquez |
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* |
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* |
John Patrick Scripps |
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Keon Korey Vasquez |
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* |
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* |
Peggy Scripps Evans |
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Samuel Joseph Logan |
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* |
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* |
Maxwell Christopher Logan |
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Savannah Brickner |
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* |
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* |
Monica Holcomb |
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Samantha Brickner |
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THE MONICA HOLCOMB 2015 TRUST |
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* |
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Monica Holcomb, Trustee |
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/s/ Tracy Tunney Ward |
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June 5, 2015 |
Tracy Tunney Ward, on behalf of Miramar Services, Inc.
(Attorney-in-fact) |
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Date |
* |
Tracy Tunney Ward, by signing her name hereto, does sign this document on behalf of such person pursuant to a power of attorney executed by such person and attached to the Schedule 13D. |
-89-
CUSIP No. 811054402
APPENDIX A
The following table sets forth the name, residence or business address, present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which such employment is conducted for each new Reporting Person.
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Name and
Residence or Business Address |
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If an Individual:
Principal Occupation or Employment and Name, Principal
Business and Address of Organization in which
Employment Conducted |
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If an Entity:
State or Other Place of Organization and
Principal Business |
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Monica Holcomb c/o Miramar Services, Inc.
250 Grandview Ave., Suite 400 Ft. Mitchell, KY 41017 |
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Private Investor N/A |
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The Monica Holcomb 2015 Trust c/o Miramar
Services, Inc. 250 Grandview Ave., Suite 400 Ft. Mitchell, KY
41017 |
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Nevada |
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Savannah Brickner c/o Miramar Services,
Inc. 250 Grandview Ave., Suite 400 Ft. Mitchell, KY
41017 |
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Private Investor N/A |
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Samantha Brickner c/o Miramar Services,
Inc. 250 Grandview Ave., Suite 400 Ft. Mitchell, KY
41017 |
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Private Investor N/A |
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CUSIP No. 811054402
APPENDIX B
The following table sets forth as of May 22, 2015: (i) the number of Common Voting Shares and Class A Common Shares
beneficially owned by each Reporting Person, excluding Common Shares beneficially owned by other Reporting Persons unless otherwise indicated, (ii) the aggregate number of Common Voting Shares and Class A Common Shares that may be deemed
to be beneficially owned by each Reporting Person, including all Common Voting Shares beneficially owned by the Reporting Persons unless otherwise indicated, and (iii) the percentage of Common Voting Shares and Class A Common Shares that
may be deemed to be beneficially owned by each Reporting Person. Except as otherwise noted in the table, each Reporting Person has (x) sole voting power (to the extent such shares are entitled to vote) with respect to the Class A Common
Shares listed under column (i), (y) sole dispositive power with respect to the Common Voting Shares and Class A Common Shares listed under column (i), and (z) shared voting power with respect to the Common Voting Shares listed under
column (ii).
Subject to the Scripps Family Agreement, each Common Voting Share is convertible at no cost and at any time into one
Class A Common Share on a one-for-one basis. The aggregate number and percentage of Class A Common Shares (columns (ii) and (iii)) assumes the conversion of all Common Voting Shares into Class A Common Shares beneficially owned
by the Reporting Person. The percentages of Common Voting Shares are based on 34,317,171 shares of the Issuers Common Voting Shares reported as outstanding as of April 30, 2015 in the Issuers Quarterly Report on Form 10-Q for the
quarter ended March 31, 2015 (the Form 10-Q). The percentages of Class A Common Shares are based on 94,120,270 of the Issuers Class A Common Shares outstanding as of April 30, 2015, as reported in the Form 10-Q.
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(i) Number of Common Voting Shares and Class A Common Shares Beneficially
Owned (Excluding Shares Held by Other Reporting Persons) |
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(ii) Aggregate Number of Common Voting Shares and Class
A Common Shares Beneficially Owned (Including All Common Voting Shares Subject to Scripps Family Agreement) |
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(iii) Aggregate Percentage of Class A Common Shares and Common Voting Shares Beneficially
Owned |
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Name |
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Common Voting Shares |
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|
Class A Common Shares |
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|
Common Voting Shares (1) |
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|
Class A Common Shares |
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Common Voting Shares |
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|
Class A Common Shares |
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Adam R. Scripps |
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1,604,000 |
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|
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1,138,108 |
|
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31,533,112 |
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32,671,220 |
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91.9 |
% |
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26.0 |
% |
Anne La Dow (2) |
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160,361 |
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0 |
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31,533,112 |
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31,533,112 |
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91.9 |
% |
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25.1 |
% |
Anne M. La Dow Trust under Agreement dated 10/27/2011 |
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160,361 |
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0 |
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31,533,112 |
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31,533,112 |
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91.9 |
% |
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25.1 |
% |
Anthony S. Granado |
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|
100 |
|
|
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0 |
|
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31,533,112 |
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31,533,112 |
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|
91.9 |
% |
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25.1 |
% |
Barbara Victoria Scripps Evans (3) |
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1,208,904 |
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0 |
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31,533,112 |
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|
|
31,533,112 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Careen Cardin |
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|
6,000 |
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0 |
|
|
|
31,533,112 |
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|
|
31,533,112 |
|
|
|
91.9 |
% |
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|
25.1 |
% |
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CUSIP No. 811054402
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Charles E. Scripps, Jr. |
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1,603,999 |
|
|
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492,497 |
|
|
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31,533,112 |
|
|
|
32,025,609 |
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|
|
91.9 |
% |
|
|
25.5 |
% |
Charles Kyne McCabe |
|
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2,269,000 |
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|
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1,653,308 |
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31,533,112 |
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|
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33,186,420 |
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91.9 |
% |
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26.4 |
% |
Charles L. Barmonde |
|
|
1,000 |
|
|
|
0 |
|
|
|
31,533,112 |
|
|
|
31,533,112 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Cody Dubuc |
|
|
7,000 |
|
|
|
0 |
|
|
|
31,533,112 |
|
|
|
31,533,112 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Corina S. Granado |
|
|
801,500 |
|
|
|
284,119 |
|
|
|
31,533,112 |
|
|
|
31,817,231 |
|
|
|
91.9 |
% |
|
|
25.3 |
% |
Crystal Vasquez Lozano |
|
|
100 |
|
|
|
200 |
|
|
|
31,533,112 |
|
|
|
31,533,312 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Cynthia J. Scripps |
|
|
802,000 |
|
|
|
113,943 |
|
|
|
31,533,112 |
|
|
|
31,647,055 |
|
|
|
91.9 |
% |
|
|
25.2 |
% |
Douglas A. Evans |
|
|
10,228 |
|
|
|
0 |
|
|
|
31,533,112 |
|
|
|
31,533,112 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Douglas A. Evans 1983 Trust |
|
|
17,320 |
|
|
|
0 |
|
|
|
31,533,112 |
|
|
|
31,533,112 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Eaton M. Scripps (4) |
|
|
2,249,979 |
|
|
|
486,422 |
|
|
|
31,533,112 |
|
|
|
32,019,534 |
|
|
|
91.9 |
% |
|
|
25.5 |
% |
Estate of Edith L. Tomasko |
|
|
0 |
|
|
|
0 |
|
|
|
31,533,112 |
|
|
|
31,533,112 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Edward W. Scripps, Jr. (5) |
|
|
1,713,211 |
|
|
|
1,056,410 |
|
|
|
31,533,112 |
|
|
|
32,589,522 |
|
|
|
91.9 |
% |
|
|
25.9 |
% |
Eli W. Scripps |
|
|
267,333 |
|
|
|
45,034 |
|
|
|
31,533,112 |
|
|
|
31,578,146 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Elizabeth A. Logan (6) |
|
|
1,740,998 |
|
|
|
22,993 |
|
|
|
31,533,112 |
|
|
|
31,556,105 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Elizabeth Scripps |
|
|
2 |
|
|
|
200 |
|
|
|
31,533,112 |
|
|
|
31,533,312 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Ellen B. Granado |
|
|
100 |
|
|
|
0 |
|
|
|
31,533,112 |
|
|
|
31,533,112 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Ellen M. Scripps Kaheny (7) |
|
|
53,118 |
|
|
|
200 |
|
|
|
31,533,112 |
|
|
|
31,533,312 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Ellen M. Scripps Kaheny Revocable Trust dtd April 17, 2014 |
|
|
53,118 |
|
|
|
200 |
|
|
|
31,533,112 |
|
|
|
31,533,312 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Estate of Robert P. Scripps, Jr. |
|
|
1,604,000 |
|
|
|
758,108 |
|
|
|
31,533,112 |
|
|
|
32,291,220 |
|
|
|
91.9 |
% |
|
|
25.7 |
% |
Eva Scripps Attal |
|
|
823,143 |
|
|
|
819,454 |
|
|
|
31,533,112 |
|
|
|
32,352,566 |
|
|
|
91.9 |
% |
|
|
25.7 |
% |
Gerald J. Scripps |
|
|
280,000 |
|
|
|
38,034 |
|
|
|
31,533,112 |
|
|
|
31,571,146 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Geraldine Scripps Granado |
|
|
100 |
|
|
|
0 |
|
|
|
31,533,112 |
|
|
|
31,533,112 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
J. Sebastian Scripps (8) |
|
|
1,603,998 |
|
|
|
556,950 |
|
|
|
31,533,112 |
|
|
|
32,090,062 |
|
|
|
91.9 |
% |
|
|
25.5 |
% |
James Bryce Vasquez |
|
|
100 |
|
|
|
0 |
|
|
|
31,533,112 |
|
|
|
31,533,112 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Jimmy R. Scripps |
|
|
1,604,000 |
|
|
|
937,647 |
|
|
|
31,533,112 |
|
|
|
32,470,759 |
|
|
|
91.9 |
% |
|
|
25.8 |
% |
John P. Scripps (9) |
|
|
86,898 |
|
|
|
200 |
|
|
|
31,533,112 |
|
|
|
31,533,312 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
John P. Scripps Trust Exempt Trust under agreement dated 2/10/77 |
|
|
49,382 |
|
|
|
0 |
|
|
|
31,533,112 |
|
|
|
31,533,112 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
John P. Scripps Trust under agreement dated 2/10/77 FBO Barbara Scripps Evans |
|
|
349,018 |
|
|
|
0 |
|
|
|
31,533,112 |
|
|
|
31,533,112 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
|
|
|
|
|
|
|
John P. Scripps Trust FBO Douglas A. Evans under agreement dated 12/28/84 |
|
|
33,780 |
|
|
|
0 |
|
|
|
31,533,112 |
|
|
|
31,533,112 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
-92-
CUSIP No. 811054402
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John P. Scripps Trust FBO Ellen McRae Scripps under agreement dated 12/28/84 |
|
|
33,780 |
|
|
|
0 |
|
|
|
31,533,112 |
|
|
|
31,533,112 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
|
|
|
|
|
|
|
John P. Scripps Trust FBO Paul K. Scripps under agreement dated 2/10/77 |
|
|
349,018 |
|
|
|
0 |
|
|
|
31,533,112 |
|
|
|
31,533,112 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
|
|
|
|
|
|
|
John P. Scripps Trust under agreement dated 2/10/77 FBO Peter M. Scripps |
|
|
349,018 |
|
|
|
0 |
|
|
|
31,533,112 |
|
|
|
31,533,112 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
|
|
|
|
|
|
|
John Patrick Scripps |
|
|
1 |
|
|
|
1,400 |
|
|
|
31,533,112 |
|
|
|
31,534,512 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
John Peter Scripps 2013 Revocable Trust |
|
|
86,898 |
|
|
|
200 |
|
|
|
31,533,112 |
|
|
|
31,533,312 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
|
|
|
|
|
|
|
Jonathan L. Scripps |
|
|
267,333 |
|
|
|
116,034 |
|
|
|
31,533,112 |
|
|
|
31,649,146 |
|
|
|
91.9 |
% |
|
|
25.2 |
% |
Julia Scripps Heidt (10) |
|
|
802,000 |
|
|
|
126,169 |
|
|
|
31,533,112 |
|
|
|
31,659,281 |
|
|
|
91.9 |
% |
|
|
25.2 |
% |
Kendall S. Barmonde |
|
|
1,000 |
|
|
|
0 |
|
|
|
31,533,112 |
|
|
|
31,533,112 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Keon Korey Vasquez |
|
|
100 |
|
|
|
200 |
|
|
|
31,533,112 |
|
|
|
31,533,312 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
La Dow Family Trust under agreement dated 6/29/2004 (11) |
|
|
305,824 |
|
|
|
0 |
|
|
|
31,533,112 |
|
|
|
31,533,112 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Manuel E. Granado |
|
|
100 |
|
|
|
0 |
|
|
|
31,533,112 |
|
|
|
31,533,112 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Margaret Scripps Klenzing |
|
|
801,996 |
|
|
|
39,319 |
|
|
|
31,533,112 |
|
|
|
31,572,431 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Marilyn S. Wade |
|
|
802,000 |
|
|
|
0 |
|
|
|
31,533,112 |
|
|
|
31,533,112 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Mary Ann S. Sanchez (12) |
|
|
1,603,999 |
|
|
|
0 |
|
|
|
32,335,111 |
|
|
|
32,335,111 |
|
|
|
94.2 |
% |
|
|
25.6 |
% |
Mary Peirce (13) |
|
|
2,404,000 |
|
|
|
64,339 |
|
|
|
31,533,112 |
|
|
|
31,597,454 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Maxwell Christopher Logan |
|
|
1 |
|
|
|
0 |
|
|
|
31,533,112 |
|
|
|
31,533,112 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Megan Scripps Tagliaferri |
|
|
802,000 |
|
|
|
0 |
|
|
|
31,533,112 |
|
|
|
31,533,112 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
R. Michael Scagliotti (14) |
|
|
12,063 |
|
|
|
19,771 |
|
|
|
31,533,112 |
|
|
|
31,552,883 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Molly E. McCabe |
|
|
802,000 |
|
|
|
23,416 |
|
|
|
31,533,112 |
|
|
|
31,556,528 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Monica Holcomb (previously held by The Monica Holcomb 2015 Trust) |
|
|
150 |
|
|
|
0 |
|
|
|
31,533,112 |
|
|
|
31,533,112 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Nackey E. Scagliotti (15) |
|
|
789,887 |
|
|
|
786,513 |
|
|
|
31,533,112 |
|
|
|
32,319,625 |
|
|
|
91.9 |
% |
|
|
25.7 |
% |
Paul K. Scripps (16) |
|
|
1,130,216 |
|
|
|
34,267 |
|
|
|
31,533,112 |
|
|
|
31,567,379 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Peggy Scripps Evans |
|
|
2 |
|
|
|
0 |
|
|
|
31,533,112 |
|
|
|
31,533,112 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Peter M. Scripps (17) |
|
|
0 |
|
|
|
0 |
|
|
|
31,533,112 |
|
|
|
31,533,112 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Peter R. La Dow (18) |
|
|
1,402,260 |
|
|
|
0 |
|
|
|
31,533,112 |
|
|
|
31,533,112 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Raymundo H. Granado, Jr. |
|
|
100 |
|
|
|
200 |
|
|
|
31,533,112 |
|
|
|
31,533,312 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Rebecca Scripps Brickner (19) |
|
|
2,405,850 |
|
|
|
758,108 |
|
|
|
31,533,112 |
|
|
|
32,291,220 |
|
|
|
91.9 |
% |
|
|
25.7 |
% |
Samantha J. Brickner |
|
|
50 |
|
|
|
200 |
|
|
|
31,533,112 |
|
|
|
31,533,312 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
-93-
CUSIP No. 811054402
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savannah Brickner |
|
|
50 |
|
|
|
200 |
|
|
|
31,533,112 |
|
|
|
31,533,312 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
[The] Marital Trust of the La Dow Family Trust (subtrust of La Dow Family Trust) |
|
|
299,124 |
|
|
|
0 |
|
|
|
31,533,112 |
|
|
|
31,533,112 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
[The] Paul K. Scripps Family Revocable Trust |
|
|
0 |
|
|
|
5,168 |
|
|
|
31,533,112 |
|
|
|
31,538,280 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
[The] Peter M. Scripps Trust under agreement dated 11/13/2002 |
|
|
0 |
|
|
|
0 |
|
|
|
31,533,112 |
|
|
|
31,533,112 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Thomas S. Evans |
|
|
0 |
|
|
|
0 |
|
|
|
31,533,112 |
|
|
|
31,533,112 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Thomas S. Evans Irrevocable Trust under agreement dated 11/13/12 |
|
|
61,368 |
|
|
|
0 |
|
|
|
31,533,112 |
|
|
|
31,533,112 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Victoria S. Evans Trust under agreement dated 5/19/2004 |
|
|
0 |
|
|
|
0 |
|
|
|
31,533,112 |
|
|
|
31,533,112 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Virginia S. Vasquez (20) |
|
|
2,405,650 |
|
|
|
806,827 |
|
|
|
31,533,112 |
|
|
|
32,339,939 |
|
|
|
91.9 |
% |
|
|
25.7 |
% |
Wendy E. Scripps |
|
|
802,000 |
|
|
|
805,722 |
|
|
|
31,533,112 |
|
|
|
32,338,834 |
|
|
|
91.9 |
% |
|
|
25.7 |
% |
William A. Scripps |
|
|
1,603,800 |
|
|
|
302,647 |
|
|
|
31,533,112 |
|
|
|
31,835,759 |
|
|
|
91.9 |
% |
|
|
25.3 |
% |
William H. Scripps (21) |
|
|
1,604,000 |
|
|
|
182,008 |
|
|
|
31,533,112 |
|
|
|
31,715,120 |
|
|
|
91.9 |
% |
|
|
25.2 |
% |
Kathy Scripps (22) |
|
|
1,604,000 |
|
|
|
182,008 |
|
|
|
31,533,112 |
|
|
|
31,715,120 |
|
|
|
91.9 |
% |
|
|
25.2 |
% |
Scripps Family 1992 Revocable Trust, dated 06-09-92 |
|
|
1,604,000 |
|
|
|
182,008 |
|
|
|
31,533,112 |
|
|
|
31,715,120 |
|
|
|
91.9 |
% |
|
|
25.2 |
% |
Sam D.F. Scripps |
|
|
1 |
|
|
|
0 |
|
|
|
31,533,112 |
|
|
|
31,533,112 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Samuel Joseph Logan |
|
|
1 |
|
|
|
0 |
|
|
|
31,533,112 |
|
|
|
31,533,112 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Welland H. Scripps |
|
|
1 |
|
|
|
0 |
|
|
|
31,533,112 |
|
|
|
31,533,112 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
Wesley W. Scripps (23) |
|
|
100 |
|
|
|
5,575 |
|
|
|
31,533,112 |
|
|
|
31,538,687 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
William A. Scripps Jr. |
|
|
100 |
|
|
|
200 |
|
|
|
31,533,112 |
|
|
|
31,533,312 |
|
|
|
91.9 |
% |
|
|
25.1 |
% |
(1) |
Except as otherwise noted, does not include (a) 1,604,000 Common Voting Shares, which may be deemed to be beneficially owned by Mary Peirce and Elizabeth Logan as co-trustees of a trust that holds Common Voting
Shares on behalf of another Trust Beneficiary who is a minor and is not a party to the Scripps Family Agreement or (b) 801,999 Common Voting Shares, which may be deemed to be beneficially owned by Mary Ann Sanchez, as trust advisor to the
Minors Trusts, which are not parties to the Scripps Family Agreement, and, as a result, such Common Voting Shares are not subject to the Scripps Family Agreement. |
(2) |
Also includes shares held by the Anne M. La Dow Trust under Agreement dated 10/27/2011, of which the Reporting Person is trustee. Such trust is also listed as a separate Reporting Person above. |
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CUSIP No. 811054402
(3) |
Includes shares held by (a)(i) the John P. Scripps Trust under agreement dated 2/10/77 FBO Barbara Scripps Evans, (ii) the John P. Scripps Trust FBO Paul K. Scripps under agreement dated 2/10/77, (iii) the
John P. Scripps Trust under agreement dated 2/10/77 FBO Peter M. Scripps, and (iv) the John P. Scripps Trust Exempt Trust under agreement dated 2/10/77, of which the Reporting Person is a co-trustee with Peter R. La Dow and Paul K. Scripps, and
(b)(i) the Douglas A. Evans 1983 Trust, (ii) the John P. Scripps Trust FBO Douglas A. Evans under agreement dated 12/28/84, (iii) the Victoria S. Evans Trust under agreement dated 5/19/2004, and (iv) the Thomas S. Evans Irrevocable
Trust under agreement dated 11/13/2012, of which the Reporting Person is the trustee. Such trusts are also listed as separate Reporting Persons above. |
(4) |
Class A Common Shares include 89,721 shares held as trustee of a grantor retained annuity trust. |
(5) |
Class A Common Shares include currently exercisable options to purchase 17,136 shares. |
(6) |
Includes 1,604,000 Common Voting Shares held by a trust of which the Reporting Person is co-trustee with Mary Peirce for the benefit of another Trust Beneficiary who is a minor and is not a party to the Scripps Family
Agreement. The Reporting Person is not bound by the Scripps Family Agreement with respect to the shares held as co-trustee. |
(7) |
Consists of shares held by the Ellen M. Scripps Kaheny Revocable Trust dtd April 17, 2014, of which the Reporting Person is the trustee and sole beneficiary. Such trust is also listed as a separate Reporting Person
above. |
(8) |
Class A Common Shares include 555,321 shares held in a charitable remainder trust of which the Reporting Person is trustee and 200 shares held by immediate family members. |
(9) |
Consists of shares held by the John Peter Scripps 2013 Revocable Trust dtd December 20, 2013, of which John P. Scripps is the trustee and sole beneficiary. Such trust is also listed as a separate Reporting Person
above. |
(10) |
Class A Common Shares include 16,156 shares held by a foundation over which the Reporting Person may be deemed to have voting and/or dispositive power. |
(11) |
Includes shares held by the Survivors Trust of the La Dow Family Trust under agreement dated 6/29/2004 and the Marital Trust of the La Dow Family Trust under agreement dated 6/29/2004. The Marital Trust is also
listed as a separate Reporting Person above. Peter R. La Dow is the trustee of all of these trusts. |
(12) |
Includes 801,999 Common Voting Shares, which may be deemed to be beneficially owned by the Reporting Person, as trust advisor to the Minors Trusts, which are not parties to the Scripps Family Agreement, and, as a
result, such Common Voting Shares are not subject to the Scripps Family Agreement. |
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CUSIP No. 811054402
(13) |
Class A Common Shares include currently exercisable options to purchase 37,405 shares. Common Voting Shares include 1,604,000 shares held by a trust of which the Reporting Person is co-trustee with Elizabeth Logan
for the benefit of another Trust Beneficiary who is a minor and is not a party to the Scripps Family Agreement. The Reporting Person is not bound by the Scripps Family Agreement with respect to the shares held as co-trustee. |
(14) |
Class A Common Shares include 19,771 shares held by a foundation over which the Reporting Person may be deemed to have shared voting and/or dispositive power. |
(15) |
Class A Common Shares include (a) currently exercisable options to purchase 45,973 shares and (b) 19,771 shares held by a foundation over which the Reporting Person may be deemed to have shared voting
and/or dispositive power. |
(16) |
Class A Common Shares include currently exercisable options to purchase 25,704 shares. Class A Common Shares and Common Voting Shares also include shares held by (a)(i) the John P. Scripps Trust under
agreement dated 2/10/77 FBO Barbara Scripps Evans, (ii) the John P. Scripps Trust FBO Paul K. Scripps under agreement dated 2/10/77, (iii) John P. Scripps Trust under agreement dated 2/10/77 FBO Peter M. Scripps, and (iv) the John P.
Scripps Trust Exempt Trust under agreement dated 2/10/77, of which the Reporting Person is a co-trustee with Ms. Evans and Mr. La Dow, and (b)(i) the John P. Scripps Trust FBO Ellen McRae Scripps under agreement dated 12/28/84 and
(ii) the Paul K. Scripps Family Revocable Trust, of which the Reporting Person is trustee. Such trusts are also listed as separate Reporting Persons above. |
(17) |
Reporting Person is the trustee of the Peter M. Scripps Trust under agreement dated 11/13/2002. Such trust is also listed as a separate Reporting Person above. |
(18) |
Includes shares held by (a)(i) the John P. Scripps Trust under agreement dated 2/10/77 FBO Barbara Scripps Evans, (ii) the John P. Scripps Trust FBO Paul K. Scripps under agreement dated 2/10/77, (iii) the
John P. Scripps Trust FBO under agreement dated 2/10/77 Peter M. Scripps, and (iv) the John P. Scripps Trust Exempt Trust under agreement dated 2/10/77, of which the Reporting Person is a co-trustee with Ms. Evans and Mr. P. K.
Scripps, and (b)(i) the Marital Trust of the La Dow Family Trust, and (ii) the La Dow Family Trust under agreement dated 6/29/2004 (excluding shares already accounted for held in the Marital Trust of the La Dow Family Trust), of which the
Reporting Person is the trustee. Such trusts are also listed as separate Reporting Persons above. |
(19) |
Class A Common Shares and Common Voting Shares include shares held by the Estate of Robert P. Scripps, Jr., of which the Reporting Person is co-executor with Virginia S. Vasquez. The Estate of Robert P. Scripps,
Jr. also listed as a separate Reporting Person above. |
(20) |
Class A Common Shares and Common Voting Shares include shares held by the Estate of Robert P. Scripps, Jr., of which the Reporting Person is co-executor with Rebecca Scripps Brickner. The Estate of Robert P.
Scripps, Jr. also listed as a separate Reporting Person above. |
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CUSIP No. 811054402
(21) |
Consists of shares held in The Scripps Family 1992 Revocable Trust, dated 06-09-92, of which the Reporting Person and Kathy Scripps, his wife, are co-trustees; however, Kathy Scripps does not have power to vote the
Common Voting Shares but may be deemed to have such power due to the Reporting Persons voting power. Such trust is also listed as a separate Reporting person above. |
(22) |
Consists of shares held in The Scripps Family 1992 Revocable Trust, dated 06-09-92, of which the Reporting Person and William H. Scripps, her husband, are co-trustees. The Reporting Person does not have voting power
over the Common Voting Shares, but may be deemed to have such power due to William H. Scripps voting power. The Scripps Family 1992 Revocable Trust, dated 06-09-92 is also listed as a separate Reporting Person above. |
(23) |
Class A Common Shares include currently exercisable options to purchase 4,376 shares. |
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CUSIP No. 811054402
APPENDIX C
For each Reporting Person listed below, the following table sets forth information regarding transactions in the Common Voting Shares and
Class A Common Shares during the 60 days ended May 22, 2015 (or earlier in some cases), including the aggregate number of shares acquired or disposed of, the amount and source of the funds (if applicable), if any such funds were borrowed,
a description of the transaction and the parties thereto, the date of the transaction, the price per share and where and how the transaction was effected.
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Name |
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Number and Type of Common Shares Acquired or Disposed (as noted) |
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Date |
|
Amount of Funds |
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|
Price Per Share |
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Where and How the Transaction Was Effected |
|
Source of Funds |
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|
Description of Borrowing Transaction |
|
Careen Cardin |
|
395,000 Common Voting Shares (disposed) |
|
January 27, 2015 |
|
$ |
29.5M |
|
|
$ |
74.71 |
|
|
sale through right of first refusal process |
|
|
personal funds |
|
|
|
n/a |
|
Cody Dubuc |
|
394,000 Common Voting Shares (disposed) |
|
January 27, 2015 |
|
$ |
29.4M |
|
|
$ |
74.71 |
|
|
sale through right of first refusal process |
|
|
personal funds |
|
|
|
n/a |
|
Eva Scripps Attal |
|
21,143 Common Voting Shares (acquired) |
|
January 27, 2015 |
|
$ |
1.6M |
|
|
$ |
74.71 |
|
|
purchase through right of first refusal process |
|
|
personal funds |
|
|
|
n/a |
|
Gerald J. Scripps |
|
12,667 Common Voting Shares (acquired) |
|
January 27, 2015 |
|
$ |
0.9M |
|
|
$ |
74.71 |
|
|
purchase through right of first refusal process |
|
|
personal funds |
|
|
|
n/a |
|
Eaton M. Scripps |
|
645,979 Common Voting Shares (acquired) |
|
January 27, 2015 |
|
$ |
48.3M |
|
|
$ |
74.71 |
|
|
purchase through right of first refusal process |
|
|
personal funds |
|
|
|
n/a |
|
Edward W. Scripps, Jr. |
|
109,211 Common Voting Shares (acquired) |
|
January 27, 2015 |
|
$ |
8.2M |
|
|
$ |
74.71 |
|
|
purchase through right of first refusal process |
|
|
n/a |
|
|
|
n/a |
|
Virginia S. Vasquez |
|
297 Common Voting Shares (disposed) |
|
January 27, 2015 |
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n/a |
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n/a |
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gift to children |
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n/a |
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n/a |
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Crystal Vasquez Lozano |
|
99 Common Voting Shares (acquired) |
|
January 27, 2015 |
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n/a |
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|
n/a |
|
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gift from mother (Virginia Vasquez) |
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n/a |
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|
|
n/a |
|
James Bryce Vasquez |
|
99 Common Voting Shares (acquired) |
|
January 27, 2015 |
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n/a |
|
|
|
n/a |
|
|
gift from mother (Virginia Vasquez) |
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n/a |
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|
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n/a |
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Keon Korey Vasquez |
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99 Common Voting Shares (acquired) |
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January 27, 2015 |
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n/a |
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n/a |
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gift from mother (Virginia Vasquez) |
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n/a |
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n/a |
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Virginia S. Vasquez |
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50 Common Voting Shares (disposed) |
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January 30, 2015 |
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n/a |
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n/a |
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gift to Monica Holcomb 2015 Trust |
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n/a |
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n/a |
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Rebecca Scripps Brickner |
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50 Common Voting Shares (disposed) |
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January 30, 2015 |
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n/a |
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n/a |
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gift to Monica Holcomb 2015 Trust |
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n/a |
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n/a |
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Nackey E. Scagliotti |
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50 Common Voting Shares (disposed) |
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January 30, 2015 |
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n/a |
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n/a |
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gift to Monica Holcomb 2015 Trust |
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n/a |
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n/a |
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The Monica Holcomb 2015 Trust |
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150 Common Voting Shares (acquired) |
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January 30, 2015 |
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n/a |
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n/a |
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gift from Messes. Vasquez, Brickner and Scagliotti |
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n/a |
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n/a |
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Rebecca Scripps Brickner |
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50 Common Voting Shares (disposed) |
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January 30, 2015 |
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n/a |
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n/a |
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gift to child |
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n/a |
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n/a |
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Samantha J. Brickner |
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50 Common Voting Shares (acquired) |
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January 30, 2015 |
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n/a |
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n/a |
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gift from mother (Rebecca Brickner) |
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n/a |
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n/a |
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Rebecca Scripps Brickner |
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50 Common Voting Shares (disposed) |
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February 20, 2015 |
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n/a |
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n/a |
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gift to child |
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n/a |
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n/a |
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Savannah Brickner |
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50 Common Voting Shares (acquired) |
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February 20, 2015 |
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n/a |
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n/a |
|
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gift from mother (Rebecca Brickner) |
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n/a |
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n/a |
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The Monica Holcomb 2015 Trust |
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150 Common Voting Shares (disposed) |
|
February 20, 2015 |
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n/a |
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n/a |
|
|
distribution from trust |
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n/a |
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|
n/a |
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Monica Holcomb |
|
150 Common Voting Shares (acquired) |
|
February 20, 2015 |
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n/a |
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n/a |
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distribution from trust |
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n/a |
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n/a |
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Cynthia J. Scripps |
|
100,000
Class A Common
Shares (disposed) |
|
February 26, 2015 |
|
$ |
7.3M |
|
|
$ |
73.06 |
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market sale |
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n/a |
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n/a |
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Gerald J. Scripps |
|
75,000.00
Class A Common Shares
(disposed) |
|
February 26, 2015 |
|
$ |
5.5M |
|
|
$ |
73.72 |
|
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market sale |
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n/a |
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n/a |
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J. Sebastian Scripps |
|
550,000 Class A
Common Shares
(disposed) |
|
February 27, 2015 |
|
$ |
39.6M |
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|
$ |
72.09 |
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sale to Issuer |
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n/a |
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n/a |
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Elizabeth A. Logan |
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1,638,108 Class A Common
Shares (disposed) |
|
February 27, 2015 |
|
$ |
118.1M |
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|
$ |
72.09 |
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sale to Issuer |
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n/a |
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n/a |
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Mary Peirce |
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1,638,108
Class A Common
Shares (disposed) |
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February 27, 2015 |
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$ |
118.1M |
|
|
$ |
72.09 |
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sale to Issuer |
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n/a |
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n/a |
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CUSIP No. 811054402
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Mary Ann S. Sanchez |
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819,054 Class A Common Shares (disposed) |
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February 27, 2015 |
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$ |
59.0M |
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$ |
72.09 |
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sale to Issuer |
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n/a |
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n/a |
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Edward W. Scripps, Jr. |
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8,568 Class A Common Shares (acquired) |
|
March 18, 2015 |
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$ |
0.4M |
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$ |
47.87 |
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option exercise |
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personal funds |
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n/a |
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Edward W. Scripps, Jr. |
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8,568 Class A Common Shares (disposed) |
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March 18, 2015 |
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$ |
0.6M |
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$ |
70.8594 |
|
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sale of shares acquired by option exercise |
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n/a |
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n/a |
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Jonathan L. Scripps |
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100 Class A Common Shares (disposed) |
|
March 24, 2015 |
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$ |
7,118 |
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$ |
71.18 |
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market sale |
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n/a |
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n/a |
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Edward W. Scripps, Jr. |
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1,400 Class A Common Shares (disposed) |
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March 25, 2015 |
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n/a |
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n/a |
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gift |
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n/a |
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n/a |
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William H. Scripps |
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31,900 Class A Common Shares (disposed) |
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March 25, 2015 |
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n/a |
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n/a |
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gift by trust |
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n/a |
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n/a |
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Kathy Scripps |
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31,900 Class A Common Shares (disposed) |
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March 25, 2015 |
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n/a |
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n/a |
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gift by trust |
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n/a |
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n/a |
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Scripps Family 1992 Revocable Trust, dated 06-09-92 |
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31,900 Class A Common Shares (disposed) |
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March 25, 2015 |
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n/a |
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n/a |
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gift by trust |
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n/a |
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n/a |
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William A. Scripps |
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198 Common Voting Shares (disposed) |
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April 7, 2015 |
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n/a |
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n/a |
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gift to children |
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n/a |
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n/a |
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Wesley W. Scripps |
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99 Common Voting Shares (acquired) |
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April 7, 2015 |
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n/a |
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n/a |
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gift from father (William A. Scripps) |
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n/a |
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n/a |
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William A. Scripps Jr. |
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99 Common Voting Shares (acquired) |
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April 7, 2015 |
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n/a |
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n/a |
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gift from father (William A. Scripps) |
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n/a |
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n/a |
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Corina S. Granado |
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495 Common Voting Shares (disposed) |
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April 7, 2015 |
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n/a |
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n/a |
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gift to children |
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n/a |
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n/a |
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Geraldine Scripps Granado |
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99 Common Voting Shares (acquired) |
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April 7, 2015 |
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n/a |
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n/a |
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gift from mother (Corina Granado) |
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n/a |
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n/a |
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Raymundo H. Granado, Jr. |
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99 Common Voting Shares (acquired) |
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April 7, 2015 |
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n/a |
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n/a |
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gift from mother (Corina Granado) |
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n/a |
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n/a |
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Anthony S. Granado |
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99 Common Voting Shares (acquired) |
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April 7, 2015 |
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n/a |
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n/a |
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gift from mother (Corina Granado) |
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n/a |
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n/a |
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Ellen B. Granado |
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99 Common Voting Shares (acquired) |
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April 7, 2015 |
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n/a |
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n/a |
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gift from mother (Corina Granado) |
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n/a |
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n/a |
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Manuel E. Granado |
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99 Common Voting Shares (acquired) |
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April 7, 2015 |
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n/a |
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n/a |
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gift from mother (Corina Granado) |
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n/a |
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n/a |
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Nackey E. Scagliotti |
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4,284 Class A Common Shares (acquired) |
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April 8, 2015 |
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$ |
0.2M |
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$ |
47.87 |
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option exercise |
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n/a |
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n/a |
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Samantha J. Brickner |
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200 Class A Common Shares (acquired) |
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April 13, 2015 |
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n/a |
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n/a |
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GRAT distribution |
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n/a |
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n/a |
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Elizabeth A. Logan |
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71,515 Class A Common Shares (disposed) |
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April 30, 2015 |
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n/a |
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$ |
70.20 |
|
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contribution to exchange fund |
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n/a |
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n/a |
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Cynthia J. Scripps |
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4,776 Class A Common Shares (disposed) |
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May 11, 2015 |
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n/a |
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n/a |
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gift |
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n/a |
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n/a |
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Mary Peirce |
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5,162 Class A Common Shares
(no effect) |
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May 12, 2015 |
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n/a |
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n/a |
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option grant |
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n/a |
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n/a |
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Wesley W. Scripps |
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5,162 Class A Common Shares
(no effect) |
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May 12, 2015 |
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n/a |
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n/a |
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option grant |
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n/a |
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n/a |
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Mary Peirce |
|
1,077 Class A Common Shares
(no effect) |
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May 12, 2015 |
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n/a |
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n/a |
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RSU grant |
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n/a |
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n/a |
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Wesley W. Scripps |
|
1,077 Class A Common Shares
(no effect) |
|
May 12, 2015 |
|
|
n/a |
|
|
|
n/a |
|
|
RSU grant |
|
|
n/a |
|
|
|
n/a |
|
Nackey E. Scagliotti |
|
999 Class A Common Shares (acquired) |
|
May 13, 2015 |
|
|
n/a |
|
|
|
n/a |
|
|
RSU conversion |
|
|
n/a |
|
|
|
n/a |
|
|
|
|
|
|
|
|
|
Mary Peirce |
|
999 Class A Common Shares (acquired) |
|
May 13, 2015 |
|
|
n/a |
|
|
|
n/a |
|
|
RSU conversion |
|
|
n/a |
|
|
|
n/a |
|
Wesley W. Scripps |
|
999 Class A Common Shares (acquired) |
|
May 13, 2015 |
|
|
n/a |
|
|
|
n/a |
|
|
RSU conversion |
|
|
n/a |
|
|
|
n/a |
|
-101-
CUSIP No. 811054402
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles Kyne McCabe |
|
15,000 Class A Common Shares (acquired) |
|
May 14, 2015 |
|
$ |
.99M |
|
|
$ |
66.0629 |
|
|
open market purchase |
|
|
personal funds |
|
|
|
n/a |
|
Jimmy R. Scripps |
|
100,000 Class A Common Shares (disposed) |
|
May 11-15, 2015 |
|
$ |
6.6M |
|
|
$ |
66.40 |
|
|
market sale |
|
|
n/a |
|
|
|
n/a |
|
Rebecca Scripps Brickner |
|
264,319 Class A Common Shares (disposed) |
|
May 11-15, 2015 |
|
$ |
17.6M |
|
|
$ |
66.41 |
|
|
market sale |
|
|
n/a |
|
|
|
n/a |
|
Margaret Scripps Klenzing |
|
300,000 Class A Common Shares (disposed) |
|
May 11-15, 2015 |
|
$ |
20.0M |
|
|
$ |
66.61 |
|
|
market sale |
|
|
n/a |
|
|
|
n/a |
|
Mary Ann S. Sanchez |
|
394,119 Class A Common Shares (disposed) |
|
May 11-15, 2015 |
|
$ |
26.2M |
|
|
$ |
66.37 |
|
|
market sale |
|
|
n/a |
|
|
|
n/a |
|
Adam R. Scripps |
|
500,000 Class A Common Shares (disposed) |
|
May 11-15, 2015 |
|
$ |
33.2M |
|
|
$ |
66.39 |
|
|
market sale |
|
|
n/a |
|
|
|
n/a |
|
William A. Scripps |
|
500,000 Class A Common Shares (disposed) |
|
May 11-15, 2015 |
|
$ |
33.2M |
|
|
$ |
66.40 |
|
|
market sale |
|
|
n/a |
|
|
|
n/a |
|
Eli W. Scripps |
|
75,000 Class A Common Shares (disposed) |
|
May 11-15, 2015 |
|
$ |
33.2M |
|
|
$ |
66.41 |
|
|
market sale |
|
|
n/a |
|
|
|
n/a |
|
Mary Peirce |
|
100,000 Class A Common Shares (disposed) |
|
May 11-15, 2015 |
|
$ |
5.0M |
|
|
$ |
66.40 |
|
|
market sale |
|
|
n/a |
|
|
|
n/a |
|
Corina S. Granado |
|
100,000 Class A Common Shares (disposed) |
|
May 11-15, 2015 |
|
$ |
6.6M |
|
|
$ |
66.40 |
|
|
market sale |
|
|
n/a |
|
|
|
n/a |
|
Virginia S. Vasquez |
|
100,000 Class A Common Shares (disposed) |
|
May 11-15, 2015 |
|
$ |
6.6M |
|
|
$ |
66.40 |
|
|
market sale |
|
|
n/a |
|
|
|
n/a |
|
Nackey E. Scagliotti |
|
118,229 Class A Common Shares (acquired) |
|
May 20, 2015 |
|
|
n/a |
|
|
|
n/a |
|
|
GRAT distribution |
|
|
n/a |
|
|
|
n/a |
|
Virginia S. Vasquez |
|
100,000 Class A Common Shares (disposed) |
|
May 21, 2015 |
|
$ |
6.9M |
|
|
$ |
68.60 |
|
|
market sale |
|
|
n/a |
|
|
|
n/a |
|
-102-
CUSIP No. 811054402
Exhibit 1
JOINT FILING
AGREEMENT AND POWER OF ATTORNEY
The undersigned hereby agrees, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended (the Exchange Act), that a Joint Schedule 13D or Schedule 13G and any amendment thereto be filed on behalf of each signatory to the Scripps Family Agreement dated October 22, 1995, as amended, in respect of
(a) the Class A Common Shares of The E. W. Scripps Company (EWSCO) and (b) the Class A Common Shares of Scripps Networks Interactive, Inc. (SNI).
Know all by these present, that the undersigned does hereby constitute and appoint Miramar Services, Inc., Bruce W. Sanford and John M.
Gherlein, and each of them, as the undersigneds true and lawful attorneys-in-fact and agents to do any and all things, and execute any or all instruments which, after the advice of counsel, said attorneys and agents may deem necessary and
advisable to enable the undersigned to comply with the Exchange Act and any rules and regulations and requirements of the Securities and Exchange Commission (SEC) in connection with the Scripps Family Agreement among the undersigned,
EWSCO, SNI and certain other parties, including specifically, but without limitation thereof, power of attorney to sign the undersigneds name to a Form ID, Schedule 13D or 13G and any amendments thereto, or a Form 144, Form 3, Form 4 or Form 5
and any amendments thereto, to be filed with the SEC in respect of the shares of capital stock of EWSCO or SNI; and the undersigned does hereby ratify and confirm all that any of said attorneys and agents shall do or cause to be done by virtue
hereof.
|
|
|
Executed on this 26th day of January, 2015. |
|
|
|
|
/s/ Monica Holcomb |
|
|
|
|
Name: Monica Holcomb |
|
|
JOINT FILING AGREEMENT AND POWER OF ATTORNEY
The undersigned hereby agrees, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the Exchange
Act), that a Joint Schedule 13D or Schedule 13G and any amendment thereto be filed on behalf of each signatory to the Scripps Family Agreement dated October 22, 1995, as amended, in respect of (a) the Class A Common Shares of
The E. W. Scripps Company (EWSCO) and (b) the Class A Common Shares of Scripps Networks Interactive, Inc. (SNI).
Know all by these present, that the undersigned does hereby constitute and appoint Miramar Services, Inc., Bruce W. Sanford and John M.
Gherlein, and each of them, as the undersigneds true and lawful attorneys-in-fact and agents to do any and all things, and execute any or all instruments which, after the advice of counsel, said attorneys and agents may deem necessary and
advisable to enable the undersigned to comply with the Exchange Act and any rules and regulations and requirements of the Securities and Exchange Commission (SEC) in connection with the Scripps Family Agreement among the undersigned,
EWSCO, SNI and certain other parties, including specifically, but without limitation thereof, power of attorney to sign the undersigneds name to a Form ID, Schedule 13D or 13G and any amendments thereto, or a Form 144, Form 3, Form 4 or Form 5
and any amendments thereto, to be filed with the SEC in respect of the shares of capital stock of EWSCO or SNI; and the undersigned does hereby ratify and confirm all that any of said attorneys and agents shall do or cause to be done by virtue
hereof.
|
|
|
Executed on this 26th day of January, 2015. |
|
|
|
|
/s/ Monica Holcomb and Miramar Fiduciary Corporation,
Co-Trustees |
|
|
|
|
Name: The Monica Holcomb 2015 Trust |
|
|
JOINT FILING AGREEMENT AND POWER OF ATTORNEY
The undersigned hereby agrees, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the Exchange
Act), that a Joint Schedule 13D or Schedule 13G and any amendment thereto be filed on behalf of each signatory to the Scripps Family Agreement dated October 22, 1995, as amended, in respect of (a) the Class A Common Shares of
The E. W. Scripps Company (EWSCO) and (b) the Class A Common Shares of Scripps Networks Interactive, Inc. (SNI).
Know all by these present, that the undersigned does hereby constitute and appoint Miramar Services, Inc., Bruce W. Sanford and John M.
Gherlein, and each of them, as the undersigneds true and lawful attorneys-in-fact and agents to do any and all things, and execute any or all instruments which, after the advice of counsel, said attorneys and agents may deem necessary and
advisable to enable the undersigned to comply with the Exchange Act and any rules and regulations and requirements of the Securities and Exchange Commission (SEC) in connection with the Scripps Family Agreement among the undersigned,
EWSCO, SNI and certain other parties, including specifically, but without limitation thereof, power of attorney to sign the undersigneds name to a Form ID, Schedule 13D or 13G and any amendments thereto, or a Form 144, Form 3, Form 4 or Form 5
and any amendments thereto, to be filed with the SEC in respect of the shares of capital stock of EWSCO or SNI; and the undersigned does hereby ratify and confirm all that any of said attorneys and agents shall do or cause to be done by virtue
hereof.
|
|
|
Executed on this 10th day of February, 2015. |
|
|
|
|
/s/ Savannah Brickner |
|
|
|
|
Name: Savannah Brickner |
|
|
JOINT FILING AGREEMENT AND POWER OF ATTORNEY
The undersigned hereby agrees, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the Exchange
Act), that a Joint Schedule 13D or Schedule 13G and any amendment thereto be filed on behalf of each signatory to the Scripps Family Agreement dated October 22, 1995, as amended, in respect of (a) the Class A Common Shares of
The E. W. Scripps Company (EWSCO) and (b) the Class A Common Shares of Scripps Networks Interactive, Inc. (SNI).
Know all by these present, that the undersigned does hereby constitute and appoint Miramar Services, Inc., Bruce W. Sanford and John M.
Gherlein, and each of them, as the undersigneds true and lawful attorneys-in-fact and agents to do any and all things, and execute any or all instruments which, after the advice of counsel, said attorneys and agents may deem necessary and
advisable to enable the undersigned to comply with the Exchange Act and any rules and regulations and requirements of the Securities and Exchange Commission (SEC) in connection with the Scripps Family Agreement among the undersigned,
EWSCO, SNI and certain other parties, including specifically, but without limitation thereof, power of attorney to sign the undersigneds name to a Form ID, Schedule 13D or 13G and any amendments thereto, or a Form 144, Form 3, Form 4 or Form 5
and any amendments thereto, to be filed with the SEC in respect of the shares of capital stock of EWSCO or SNI; and the undersigned does hereby ratify and confirm all that any of said attorneys and agents shall do or cause to be done by virtue
hereof.
|
|
|
Executed on this 14th day of January, 2015. |
|
|
|
|
/s/ Samantha J. Brickner |
|
|
|
|
Name: Samantha J. Brickner |
|
|
CUSIP No. 811054402
Exhibit 2
AMENDED AND
RESTATED SCRIPPS FAMILY AGREEMENT
This Amended and Restated Scripps Family Agreement (this Agreement) is
entered into this 19th day of May, 2015 by the undersigned individuals (the Family Shareholders), The E.W. Scripps Company, an Ohio corporation (E.W. Scripps), and Scripps Networks Interactive,
Inc., an Ohio corporation (Scripps Networks Interactive). The term Company shall mean E.W. Scripps and Scripps Networks Interactive, severally.
WHEREAS, the undersigned individuals, E.W. Scripps and Scripps Networks Interactive are parties to the Scripps Family Agreement, dated
October 15, 1992 (the Original Family Agreement), as modified and amended by (a) the Acknowledgement dated October 15, 1992 (the 1992 Comcast Acknowledgement), (b) the 2008
Amendments to Scripps Family Agreement, which became effective May 8, 2008 (the 2008 SNI Amendment), (c) the June 2014 Amendments, which became effective June 21, 2014, and (d) the Amendment to Scripps
Family Agreement dated July 31, 2014 (the 2014 Journal Amendment) (as so amended, the Amended Family Agreement) and desire to amend and restate the Amended Family Agreement to consolidate its
provisions and make further amendments thereto;
NOW, THEREFORE, in consideration of the mutual agreements herein set forth and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Family Shareholders and the Company each hereby irrevocably agree to amend, restate and supersede in its entirety
the Amended Family Agreement as follows.
Section 1. Background and Effectiveness.
(a) Scripps Trust.
(i)
The undersigned individuals are descendants of Edward W. Scripps, founder of the predecessor company to E.W. Scripps, also named The E.W. Scripps Company, a Delaware corporation (the Original Company), and controlling
person thereof from 1878 to 1922.
(ii) Edward W. Scripps believed that the Original Company was an institution impressed with a public
interest because of its engagement in the publishing of daily newspapers and that the exercise of control over the Original Company carried a responsibility to maintain the independence and integrity of its newspapers, and to this end he established
a trust in 1922, with Robert P. Scripps, one of his sons, as initial trustee, to hold the controlling interest in the capital stock of the Original Company (the Scripps Trust).
(iii) Family Shareholders are convinced of the wisdom and farsightedness of Edward W. Scripps views and believe that because of the
important position occupied by the Company in the communications industry in the United States it would be in the best interests of the Company, its shareholders, its employees and the public for the Family Shareholders to take steps to preserve the
independence and integrity of the Company by restricting transfer and governing voting of Common Voting Stock (as defined below, but not Class A Stock (as defined below)) to be owned by them.
(iv) In light of the objectives set forth above, the Family Shareholders entered into this Agreement for the purpose of restricting the
transfer and governing the voting of the Common Voting Stock to be received on termination of the Scripps Trust
2
and all other shares of Common Voting Stock (or shares of stock of the Company with comparable or unlimited voting rights) that they may own of record or beneficially at, or acquire after, such
termination (such Shares and such other shares being herein referred to collectively as the Shares).
(v) Upon
the death of Robert P. Scripps, Jr. on October 18, 2012 (the Trust Termination Date), the last to survive of the four children of Robert P. Scripps who were living at the death of Edward W. Scripps in 1926 (such
children being Charles E. Scripps, Robert P. Scripps, Jr., Margaret S. Buzzelli and Nackey S. Loeb), the Scripps Trust terminated and all shares of Class A Stock and Common Voting Stock held by the Scripps Trust were distributed to
the beneficiaries thereof, including certain of the Family Shareholders, on March 14, 2013.
(b) Comcast Merger and E.W. Scripps
Spin-off.
(i) The Original Company, Scripps Howard, Inc., an Ohio corporation and wholly owned subsidiary of the Original Company and
successor to the Original Company (New Scripps) and Comcast Corporation, a Pennsylvania corporation (Comcast) entered into an Agreement and Plan of Merger dated October 28, 1995 (the
Comcast Merger Agreement) pursuant to which Comcast acquired the cable television business of the Original Company by the merger of the Original Company into Comcast (the Comcast Merger)
immediately following the distribution by the Original Company to its stockholders of shares of the capital stock of New Scripps (the E.W. Scripps Spin-off).
(ii) On May 31, 1996 following the E.W. Scripps Spin-off and the Merger, New Scripps succeeded to and continued to conduct the newspaper,
television broadcasting, and entertainment businesses that had been conducted by the Original Company and changed its name to The E.W. Scripps Company (the entity previously defined above as E.W. Scripps).
3
(iii) Pursuant to the E.W. Scripps Spin-off, the holders of common voting stock, $.01 par value,
of the Original Company, which was the class of stock that was originally subject to the Original Family Agreement, became the holders of common voting shares, $.01 par value, of E.W. Scripps (the EWS Common Voting Shares),
and the holders of Class A common stock, $.01 par value, of the Original Company became the holders of Class A common shares, $.01 par value, of E.W. Scripps (the EWS Class A Common Shares). The EWS Common
Voting Shares are equivalent in all material respects to the common voting stock of the Original Company, and the EWS Class A Common Shares of E.W. Scripps are equivalent in all material respects to the class A common stock of the Original
Company and, pursuant to the 1992 Comcast Acknowledgement, E.W. Scripps was confirmed by the then requisite parties to this Agreement as the successor to the Original Company and the EWS Common Voting Shares became subject to the terms hereof.
(c) Spin-off of Scripps Networks Interactive.
(i) On July 1, 2008, E.W. Scripps effected a spin-off of Scripps Networks Interactive, which was a wholly-owned subsidiary of E.W.
Scripps, by way of a pro rata distribution of 100% of the shares of Scripps Networks Interactive (the SNI Spin-off), such that each of the shareholders of E.W. Scripps received one Class A common share, $.01 par value,
of Scripps Networks Interactive (the SNI Class A Common Shares) for each EWS Class A Common Share held of record on the record date for the SNI Spin-off and one common voting share, $.01 par value, of Scripps
Networks Interactive (the SNI Common Voting Shares) for each EWS Common Voting Share held of record on the record date for the SNI Spin-off.
4
(ii) Following the SNI Spin-off, E.W. Scripps continued to conduct the newspaper, television
broadcasting and licensing businesses conducted by it prior to the SNI Spin-off through various subsidiaries, and Scripps Networks Interactive continued to conduct the networks and interactive media businesses that were conducted by E.W. Scripps
through various subsidiaries.
(iii) As set forth in the 2008 SNI Amendment, signed by the then requisite parties to this Agreement, E.W.
Scripps and Scripps Networks Interactive, all of the terms of this Agreement, including, without limitation, provisions restricting transfer and governing voting, apply to the SNI Common Voting Shares that the Family Shareholders received upon
termination of the Scripps Trust and any other SNI Common Voting Shares (or shares of Scripps Networks Interactive of comparable or unlimited voting rights) that they owned of record or beneficially at, or acquire after, such termination as if such
parties and Scripps Networks Interactive had executed a separate family agreement relating to SNI Common Voting Shares and containing the same provisions as this Agreement.
(iv) Following the SNI Spin-off, the Family Shareholders include Family Shareholders of E. W. Scripps and Scripps
Networks Interactive, severally; the terms Common Voting Stock and Shares mean the EWS Common Voting Shares and SNI Common Voting Shares, severally; the term Class A Stock
means EWS Class A Common Shares and SNI Class A Common Shares, severally.
5
(d) E.W. Scripps and Journal Communications Merger and Spin-off.
(i) On July 31, 2014, E.W. Scripps and Journal Communications, Inc. (Journal Communications) entered into a
merger agreement pursuant to which E.W Scripps and Journal Communications agreed to combine their broadcast operations and spin off and then merge their newspapers, resulting in two separately traded public companies (the EWS-Journal
Transactions). E.W. Scripps will continue as the broadcast and digital media company and retain The E.W. Scripps Company name, with its subsidiary owning the broadcast and digital media business formerly owned by Journal
Communications. The newspaper company will be called Journal Media Group, Inc. (Journal Media Group), and will own the newspaper businesses formerly owned by Journal Communications and E.W. Scripps.
(ii) Upon closing of the EWS-Journal Transactions, (A) Journal Communications Class A and Class B shareholders will receive
0.5176 EWS Class A Common Shares and 0.1950 shares in Journal Media Group for each Journal Communications share and (B) E.W. Scripps shareholders will receive 0.2500 shares in Journal Media Group for each EWS Class A Common Share and
each EWS Common Voting Share. Journal Media Group will have one class of stock.
(iii) Section 17(a) of this Agreement provides that
its terms will apply to a successor entity of the Company (including as a result of a spin-off) and the shares of such successor entity that has a similar capital structure to the Company. As set forth in the 2014 Journal Amendment signed by the
then requisite parties to this Agreement, notwithstanding anything to the contrary set forth in this Agreement, this Agreement shall not apply to any shares of capital stock of any entity (or successor entity) owning the newspapers published by the
E.W. Scripps or its subsidiaries and the newspapers
6
published by Journal Communications, Inc. or its subsidiaries, including the Milwaukee Journal Sentinel, that become owned by any Family Shareholder at any time after July 31, 2014, and such
entity (or successor entity) shall not be considered a successor or spun-off subsidiary as such terms are used in Section 17(a)(ii) hereof. If the EWS-Journal Transactions do not close by December 31, 2015, this Section 1(d)(iii) will
no longer be effective.
(e) Effectiveness. The provisions of this Agreement that restrict transfer and govern voting of the Shares
became effective on the Trust Termination Date because at the time of such termination, and after giving effect to the distribution of the Shares held by the Scripps Trust, the holders of at least 50% of the then outstanding shares of Common Voting
Stock were parties to this Agreement.
Section 2. Transfer; Conversion; Insolvency.
(a) Restrictions on Transfer. Each Family Shareholder covenants and agrees that such Family Shareholder will not, directly or
indirectly, sell, transfer, distribute, pledge, hypothecate, donate, assign, appoint or otherwise dispose of or encumber any Shares owned by such Family Shareholder, of record or beneficially, except in accordance with and subject to the terms of
this Agreement.
(b) Restriction on Conversion. Each Family Shareholder covenants and agrees that such Family Shareholder will not
convert any Shares into Class A Stock except as provided in Section 2(c) or Section 6 hereof.
(c) Insolvency. In
the event of any insolvency, receivership, bankruptcy or assignment for the benefit of creditors of any Family Shareholder, any filing of a petition of bankruptcy by or against any Family Shareholder, any admission in writing of such Family
Shareholders inability to pay his or her debts generally as they become due or
7
the commencement of any other proceeding by or against a Family Shareholder under any bankruptcy, reorganization or insolvency law or any law relating to the relief of debtors, readjustment of
indebtedness, reorganization, liquidation, moratorium, arrangements with creditors, composition or extension or any other proceeding or event of a character similar to any of the foregoing, then the Shares owned by such Family Shareholder at the
date of any such event shall be deemed to be offered for sale pursuant to Section 3 hereinbelow. In the event, and to the extent, any of such Family Shareholders Shares are not purchased pursuant to such Section 3, such Shares shall
remain the property of such Family Shareholder and shall remain subject to this Agreement unless a court of competent jurisdiction orders otherwise, in which case such Shares shall be converted into Class A Stock on a share-for-share basis and
disposed of pursuant to the order of such court.
Section 3. Right to Purchase.
(a) Notice. Except as provided in Section 7 hereof, each Family Shareholder who intends to sell, transfer, distribute, assign,
donate, appoint or otherwise dispose of any Shares or any interest in Shares owned of record or beneficially by such Family Shareholder (an Offeror) shall give each other Family Shareholder and the Company (collectively,
the Optionees) written notice (the First Notice):
(i) stating the Offerors
intention to sell or donate Shares or interests therein;
(ii) stating the total number of Shares or interests therein to be sold or
donated (the Offered Shares);
(iii) stating the identity of the proposed purchaser or donee (if any) and the
terms and manner of the proposed sale or donation to such purchaser or donee; and
(iv) offering to sell the Offered Shares to the
Optionees in the order, on the terms and subject to the conditions provided in this Agreement.
8
(b) Priority. The Optionees shall have the irrevocable right to purchase the Offered
Shares (the Purchase Right) in the following order of priority:
(i) first, the Family Shareholders belonging to
the same Branch of the Family (as defined below) as the Offeror (the First Optionees) shall have the right to purchase all the Offered Shares, such purchases to be made in the proportion that the respective holdings of
Shares by each such First Optionee bears to the aggregate holdings of Shares by all such First Optionees, and those First Optionees who purchase their full allotment of Offered Shares shall have a further right to purchase any Offered Shares not
purchased by the other First Optionees, in such amounts as may be specified by them in the notice described in Section 4(a) hereof; provided that if the amounts so specified exceed the amount of remaining Offered Shares, each such Optionee
shall be entitled to purchase a proportionate number of the remaining Offered Shares, in accordance with the proportion that the Offered Shares specified for purchase by such Optionee bears to the total number of Offered Shares specified for
purchase by all such Optionees;
(ii) second, the Family Shareholders belonging to Branches of the Family other than that of the Offeror
(the Second Optionees) shall have the right to purchase any Offered Shares not purchased by the First Optionees, such purchases to be made in the proportion that the respective holdings of Shares by each such Second
Optionee bears to the aggregate holdings of Shares by all such Second Optionees; and those Second Optionees who purchased their full allotment of Offered Shares shall have a further right to purchase any Offered Shares not purchased by the other
Second
9
Optionees, in such amounts as may be specified by them in the notice described in Section 4(b) hereof; provided that if the amounts so specified exceed the amount of remaining Offered
Shares, each such Optionee shall be entitled to purchase a proportionate number of the remaining Offered Shares, in accordance with the proportion that the Offered Shares specified for purchase by such Optionee bears to the total number of Offered
Shares specified for purchase by all such Optionees; and
(iii) third, unless the Offeror elects to retain such Offered Shares, the
Company shall have the right to purchase any Offered Shares that have not been purchased by the other Optionees.
(c) Ownership
Required. Notwithstanding anything herein to the contrary, no Family Shareholder shall be entitled to exercise a Purchase Right as an Optionee unless such Family Shareholder on the date of delivery of the First Notice owns Shares of record or
beneficially.
(d) Branches of the Family. For purposes of this Agreement, there are seven Branches of the
Family, one descended from each of the six children (whether now living or deceased) of Robert P. Scripps and one descended from John P. Scripps. Each Branch of the Family descended from Robert P. Scrippss children shall consist
of the lineal descendants of the particular child of Robert P. Scripps from whom such Branch is descended and any trust of which any such descendant is a beneficiary except the Scripps Trust. The Branch of the Family descended from John P. Scripps
shall consist of the lineal descendants of John P. Scripps and any trust of which any such descendant is a beneficiary except the Scripps Trust. Lineal descendants shall include, without limitation, children adopted by the descendants of Robert P.
Scripps, by the descendants of John P. Scripps or by the Family Shareholders.
10
Section 4. Procedures for Exercise of Purchase Rights.
(a) First Notice Period. Each First Optionee shall have twenty days from receipt of the First Notice to give written notice to the
Offeror (with a copy thereof to each Family Shareholder and the Company) stating that such First Optionee irrevocably elects to exercise such Optionees Purchase Right, indicating the number of the Offered Shares subject to such Purchase Right
that such Optionee will purchase, and designating the number of additional Shares such Optionee would be willing to purchase if less than all of the Offered Shares are purchased by the other First Optionees. No later than three days after the
expiration of the aforesaid twenty-day period, the Offeror will give written notice to each First Optionee indicating the number of Offered Shares allocated to such Optionee.
(b) Second Notice Period. Within five days after the expiration of the aforesaid twenty-day period, if any Offered Shares have
not been purchased by the First Optionees, the Offeror shall give written notice (the Second Notice) to the Second Optionees stating the number of Offered Shares that the First Optionees have not purchased and containing
the offer to sell such Offered Shares in accordance with this Agreement. Each Second Optionee shall have twenty days from the receipt of the Second Notice to give written notice to the Offeror (with a copy thereof to each Family Shareholder and the
Company) stating that such Optionee irrevocably elects to exercise such Optionees Purchase Right, indicating the number of the Offered Shares subject to such Purchase Right that such Optionee will purchase, and designating the number of
additional Offered Shares such Optionee would be willing to purchase if less than all of the Offered Shares are purchased by the Second Optionees. No later than three days after the expiration of such twenty-day period, the Offeror will give written
notice to each Second Optionee indicating the number of Offered Shares allocated to such Optionee.
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(c) Third Notice Period. Unless the Offeror elects, by written notice to the Family
Shareholders and the Company, to retain the Offered Shares that are not purchased by the First and Second Optionees, within five days after the expiration of the twenty-day period after receipt of the Second Notice, the Offeror shall give written
notice (the Third Notice) to the Company stating the number of Offered Shares that remain unpurchased and containing the offer to sell such Offered Shares in accordance with this Agreement. The Company shall have twenty
days from receipt of the Third Notice to give written notice to the Offeror (with a copy thereof to the Family Shareholders) stating that the Company irrevocably elects to exercise its Purchase Right and indicating the number of such Offered Shares
that it will purchase.
(d) Waiver of Purchase Right. Any Optionee who fails during the periods specified above to given written
notice of exercise of such Optionees Purchase Right shall be deemed to have waived such Purchase Right with respect to the Offered Shares, subject to the provisions of Section 6 hereof. If any such period expires on a day which is not a
business day, the period shall be extended until the end of the next business day.
(e) Fractional Shares. If the number of Shares
to which any Optionee shall have a Purchase Right shall include fractions, the Purchase Right of such Optionee shall relate to that number of Shares determined, to the extent possible, by considering any fractional Share which is equal to or more
than one-half as a whole Share and by disregarding all fractional Shares less than one-half Share; provided that if any whole Shares remain unsold, such Shares shall be allocated by the Offeror in the Offerors sole discretion for purchase by
any Optionee.
(f) Sale by All First Optionees. Notwithstanding anything herein to the contrary, if all the First Optionees are
simultaneously offering to sell their Shares, then the Second Optionees shall have the first Purchase Rights and shall be deemed the First Optionees, the Second Notice shall not be required, and the Third Notice shall be given within three days
after the expiration of the twenty-day period after the mailing of the First Notice.
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Section 5. Purchase Price; Closing.
(a) Purchase Price. The purchase price to be paid to the Offeror for each of the Offered Shares purchased by an Optionee or the Company
shall be paid in cash or such other form of consideration as agreed upon in writing by the Offeror and such Optionee and shall be equal to the average of the Closing Market Prices (as hereinafter defined) of shares of the Class A Stock for the
15 trading days immediately preceding the date of the First Notice (the Cash Purchase Price). Notwithstanding anything to the contrary in the foregoing, if the Company is to purchase Offered Shares, the Offeror may require
the Company to exchange unissued or treasury shares of Class A Stock on a share-for-share basis for all or part, as the Offeror designates, of the Offered Shares to be purchased by the Company. The Company shall pay the Cash Purchase Price for
all Offered Shares being purchased by it and not designated by the Offeror for exchange for Class A Stock. The Company shall retire all Offered Shares for which it has exchanged shares of Class A Stock. Closing Market
Price shall mean the last reported sales price (regular way) of the Class A Stock on the New York Stock Exchange or on any national securities exchange on which the Class A Stock is then listed (Composite Tape) as reported by
the Consolidated Tape Association or any successor organization, or if such Class A Stock is traded on the automated quotation system of The National
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Association of Securities Dealers (NASDAQ), the last reported sales price on NASDAQ as reported by the National Association of Securities Dealers, or if such Class A Stock is not then listed
on any national securities exchange or on NASDAQ, then the average of the high and low bid quotations for such stock in the over-the-counter market. If the Class A Stock is not traded on any national securities exchange, on NASDAQ or in the
over-the-counter market, the Closing Market Price shall be the fair value of the Class A Stock determined by the regular investment banking firm of the Company, or, if the Company does not then have a regular
investment banking firm, by a nationally recognized investment banking firm designated by a majority of the Optionees.
(b)
Closing. The Closing for the sale of the Offered Shares shall be at 10 a.m. on the date designated in writing by the Offeror, but not earlier than 30 nor later than 60 business days following the date of mailing of the last of the First,
Second or Third Notices, as the case may be (the Closing Date), at the principal office of the Company or at such other time and location agreed upon in writing by the Optionees and the Offeror.
(c) Deliveries at Closing. On the Closing Date, (i) the Offeror shall deliver the Offered Shares to be purchased free and clear of
all pledges, liens, security interests, encumbrances, claims or equities of others or restrictions on the transfer (other than restrictions imposed by this Agreement or by applicable law), and, if delivery is by delivery of physical certificates,
the certificates for such Offered Shares shall be duly endorsed in blank, or have appropriate, duly executed blank stock transfer powers attached, with signatures guaranteed by a commercial bank or trust company or a member firm of a national
securities exchange and all requisite stock transfer tax stamps attached or provided for, and (ii) the Optionees shall pay the Purchase Price to
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the Offeror, or if the Company is an Optionee and the Offeror has elected to receive Class A Stock for all or part of the Offered Shares being purchased by the Company, the Company shall
deliver to the Offeror the requisite number of shares of Class A Stock registered in the name of the Offeror.
Section 6.
Right of Offeror to Sell or Donate Unsold Shares Upon Conversion Into Shares of Class A Stock. If, after satisfaction by the Offeror of the requirements of Section 4, any Offered Shares remain unsold, the Offeror may elect to retain
such unsold Offered Shares. If, however, after satisfying such requirements, the Offeror elects to sell, transfer, distribute, assign, donate, appoint or otherwise dispose of such Offered Shares, then the Offeror may sell, transfer, distribute, or
assign such Offered Shares on whatever terms and at whatever price, or donate, appoint or otherwise dispose of such Offered Shares in whatever manner the Offeror wishes, without any further compliance by the Offeror or any transferee with the
provisions of this Agreement (which provisions will continue to apply, however, to any other Shares owned of record or beneficially by the Offeror); provided that if the Offeror had included in the First Notice such Offerors intention to sell,
transfer, distribute, assign, donate, appoint or otherwise dispose of the Offered Shares to a specific person, then such Offered Shares shall be sold, transferred, distributed, assigned, donated, appointed or otherwise disposed of to such person on
the terms and in the manner indicated in the First Notice; AND PROVIDED, FURTHER, THAT THE OFFEROR, PRIOR TO ANY SALE, TRANSFER, DISTRIBUTION, ASSIGNMENT, DONATION, APPOINTMENT OR OTHER DISPOSITION OF THE OFFERED SHARES SHALL FIRST CONVERT SUCH
OFFERED SHARES INTO CLASS A STOCK AND SELL, TRANSFER, DISTRIBUTE, ASSIGN, DONATE, APPOINT OR OTHERWISE DISPOSE OF ONLY THE CLASS A
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STOCK. Notwithstanding the foregoing, if the Offeror fails to complete such sale, transfer, distribution, assignment, donation, appointment or other disposition within ninety days after the date
of mailing of the last of the First, Second or Third Notices, as the case may be, such Offeror may not thereafter sell, transfer, distribute, assign, donate, appoint or otherwise dispose of such Offered Shares without again complying with the
provisions of this Agreement.
Section 7. Excepted Transfers.
(a) Gifts; Testamentary Transfers; Pledges. Any Family Shareholder may, without a Purchase Right arising in favor of anyone, do the
following:
(i) sell Shares to his or her lineal descendants, provided that such descendant first becomes a party to this Agreement and
thereby becomes a Family Shareholder hereunder effective upon the receipt of such Shares and agrees that the certificates for such Shares shall bear the legend provided for in Section 12 hereof;
(ii) transfer Shares by inter vivos gift or testamentary transfer to:
(1) any member of the Branches of the Family (a Family Descendant) who is of legal age and not under any legal
disability;
(2) any trust for the benefit of a Family Descendant, the spouse of a Family Descendant or a Charitable Organization (as
defined below), provided that a majority of the trustees of the trust are (and, under the terms of the trust, are required to be) Family Descendants or that the trustees are required to vote and dispose of the Shares held under such trust at the
direction of one or more Family Descendants (a Family Trust); and
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(3) any of the following, or a similar or successor form of entity, formed under the laws of a
state of the United States (each, a Family Entity): (i) company, corporation, limited liability company or partnership wholly-owned (directly or beneficially, as defined in Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended) exclusively by, and operated for the sole benefit of, one or more Family Descendants, Family Trusts or Charitable Organizations, provided that the person(s) that operate, govern, manage or otherwise
control such entity are (and, under the governing documents of such entity, are required to be) Family Descendants or are otherwise required to vote and dispose of the Shares held by such entity at the direction of one or more Family Descendants,
and (ii) non-profit organization, charitable foundation, or other charitable organization, provided that the person(s) that operate, govern, manage or otherwise control such entity are (and, under the governing documents of such entity, are
required to be) Family Descendants or are otherwise required to vote and dispose of the Shares held by such entity at the direction of one or more Family Descendants (a Charitable Organization);
provided that such Family Descendant (if the aforesaid transfer is outright), the trustees and any other persons (whether or not
required to act in a fiduciary capacity) with authority regarding investment or voting of the Shares held under such Family Trust (if the aforesaid transfer is to a Family Trust) or the Family Entity and each direct or beneficial owner thereof (if
the aforesaid transfer is to a Family Entity) first becomes a party to this Agreement and thereby becomes a Family Shareholder hereunder effective upon the receipt of such Shares and agrees that the certificates for such Shares shall
bear the legend provided for in Section 12 hereof;
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(iii) transfer Shares by testamentary transfer to his or her spouse provided that such Family
Shareholders last will and testament provides that all Shares to be so transferred shall be converted by the estate of such Family Shareholder into shares of Class A Stock on a share-for-share basis before being so transferred; further
provided that if a Family Descendant transfers Shares to a Family Trust (as described in subsection (a)(ii)(2) above), such Family Trust similarly may make outright transfers of Shares (as trust distributions or otherwise) to the spouse of any
Family Descendant provided that the terms of such Family Trust require that all Shares to be so transferred shall be converted by the trustees of such Family Trust into shares of Class A Stock on a share-for-share basis before being so
transferred; and
(iv) pledge Shares as collateral for money borrowed by such Family Shareholder or a member of the Branch of the Family
of which such Family Shareholder is a member provided that the pledgee agrees in writing to be bound by this Agreement as if such pledgee were a member of the Branch of the Family of which such Family Shareholder is a member effective upon the
receipt of such Shares.
(b) Transfers Deemed to be Offers. Notwithstanding anything to the contrary herein (i) if title to
any Shares subject to any trust, including a Family Trust, or held by any Family Entity are transferred to anyone or any entity other than a Family Descendant, a Family Trust or a Family Entity pursuant to the terms of such trust or by the governing
document(s) of the Family Entity, by action of the trustee(s) thereof or the governing, operating, managing or controlling body, person or entity thereof, upon termination of such trust or Family Entity, by power of appointment or otherwise (a
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Nonpermitted Transferee), such Shares shall be deemed to be offered for sale pursuant to Section 3 hereof; and (ii) if a person who is a Family Descendant,
Family Trust or Family Entity but who is not a party to this Agreement acquires outright any Shares held in trust or by a Family Entity, such Family Descendant, Family Entity or the trustee(s) of such Family Trust must become a party to this
Agreement effective upon the receipt of such Shares or such Shares shall be deemed to be offered for sale pursuant to Section 3 hereof.
(c) Automatic Conversion on Noncomplying Transfer. Any valid transfer of Shares made without compliance with this Agreement, whether by
operation of law, court or administrative order, divorce settlement or decree, or otherwise, shall result in the automatic conversion of such Shares into Class A Stock on a share-for-share basis.
Section 8. Other Stock.
(a) Application of Agreement. The terms and provisions of this Agreement apply to all shares of Common Voting Stock or shares of stock
of the Company with comparable or unlimited voting rights that (i) were owned of record or beneficially by the Family Shareholders on the Trust Termination Date, (ii) were received by the Family Shareholders upon distribution from the
Scripps Trust, (iii) may be issued to or received by the Family Shareholders after the Trust Termination Date in consequence of any additional issuance, purchase, exchange or reclassification of shares, any corporate reorganization or any other
form of recapitalization or consolidation or merger or share split-up or share dividend or distribution, or (iv) that are otherwise acquired by the Family Shareholders in any manner whatsoever after the Trust Termination Date.
(b) Inclusion in Definition of Shares. Any shares of Common Voting Stock or other shares of stock that are or become
subject to this Agreement pursuant to the provisions of subsection (a) of this Section 8 shall be considered Shares for all purposes of this Agreement.
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Section 9. Annual and Other Meetings of Family Shareholders; Voting Agreement.
(a) Meetings Called by the Company. The Company shall call a meeting of the Family Shareholders prior to each annual or special
meeting of the shareholders of the Company held after the Trust Termination Date by sending to each Family Shareholder written notice of such meeting of the Family Shareholders at least fifteen (15) days prior thereto stating the time, date and
place of such meeting and the purpose or purposes thereof, each such meeting of the Family Shareholders (hereinafter referred to as a Required Meeting) to be held at least fifty (50) days prior to each such annual or
special meeting of the Companys shareholders unless the holders of a majority of the Shares consent in writing to holding such meeting of the Family Shareholders on an earlier date. At each Required Meeting the Company shall seek the advice of
the Family Shareholders with respect to, and submit for appropriate decision by the Family Shareholders in accordance with this Section 9, each matter, including election of directors, that the Company wishes to submit to its stockholders at
the annual or special meeting with respect to which the Required Meeting has been called. Appropriate officers of the Company will be available at such Required Meeting to discuss these matters (including nominees for election as directors of the
Company) and such other matters as the Family Shareholders wish to discuss relating to the Company or the forthcoming annual or special meeting of the Companys stockholders. The Company may call other meetings of the Family Shareholders by
sending to each Family Shareholder written notice at least seven (7) days prior thereto stating the time, date and place of such meeting and the purpose or purposes thereof.
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(b) Meetings Called by the Family Shareholders. The Family
Council (as provided for in the Bylaws (as defined below) or the holders of 33% or more of the Shares may call a meeting of the Family Shareholders by sending to each Family Shareholder written notice of such meeting at least seven
(7) days prior thereto stating the time, date and place of such meeting and the purpose or purposes thereof.
(c) Place and Notice
of Meetings. Each meeting of the Family Shareholders called by the Company shall be held in Cincinnati, Ohio or at such other place within or without the State of Ohio as may be designated by the Company and stated in the notice of such meeting.
Each meeting of the Family Shareholders called by the Family Shareholders shall be held at the place designated in the notice of such meeting by the Family Shareholders or Family Council calling such meeting. Notice of a meeting of the Family
Shareholders shall be deemed sufficient for purposes of this Section 9 if delivered to each Family Shareholder a) by guaranteed overnight delivery via Federal Express (or similar service) at the address last furnished by him or her to the
Company, or b) by email to the email address last furnished by him or her to the Company. A Family Shareholder may waive any notice of meeting required under this Section 9 by providing the chairperson of the meeting in question with a written
waiver of notice prior to, at or after such meeting. Meetings of the Family Shareholders may be held by means of any communications equipment (e.g., telephone, video or web conferencing equipment) that enables each Family Shareholder an opportunity
to participate in the meeting and to vote on matters submitted to Family Shareholders at the meeting, including an opportunity to read or hear proceedings of the meeting and to speak or
21
otherwise participate in the proceedings contemporaneously with those who will be present physically or present by the use of any such communications equipment. Any action that may be authorized
or taken at a meeting of the Family Shareholders may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all of the Family Shareholders. A telegram, cablegram, electronic mail or
electronic or other transmission capable of authentication that has been sent by a Family Shareholder and that contains an affirmative vote or approval of that person is a signed writing for purposes of the foregoing sentence. The date on which that
telegram, cablegram, electronic mail, or electronic or other transmission is sent is the date on which the writing is signed.
(d)
Proxies. Each Family Shareholder may be represented at any meeting of the Family Shareholders and may vote thereat, and execute consents, waivers and releases, and exercise any of his or her other rights, by one or more proxies appointed by a
writing signed by such Family Shareholder. Any proxy so appointed must be a Family Shareholder. The writing appointing such proxy may contain instructions to such proxy on how to vote such Family Shareholders Shares or may provide such proxy
with the power to vote such Family Shareholders Shares in such proxys discretion.
(e) Chairperson and Secretary of
Meetings. The Family Shareholders shall elect a chairperson and secretary at the Family Shareholders meeting called prior to the 2015 annual meeting of the Company. The chairperson shall serve a term of three (3) years. The secretary
elected at the 2015 annual meeting shall serve a term of one year. Starting with the term beginning with the 2016 annual meeting, the secretary shall serve a term of three (3) years. Thereafter, election of a chairperson and secretary shall be
conducted at each Family Shareholders meeting called prior to the annual meeting of
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the company in which the term of the currently serving chairperson and secretary ends. Election shall be by the vote of the holders of a majority of the Shares present at such meeting or
represented thereat by proxy. The Family Council may fill any vacancy that may occur in the office of chairperson or secretary by electing a successor to hold office until the next succeeding meeting of the Family Shareholders. The chairperson and
secretary shall have such duties as prescribed in the Bylaws.
(f) Quorum; Vote Required for Decision. The presence in person or by
proxy of the holders of a majority of the Shares at a meeting of the Family Shareholders shall be sufficient to constitute a quorum for reaching decisions as provided herein on matters brought before such meeting. If a quorum is not present at a
meeting of the Family Shareholders, the Family Shareholders present in person or by proxy shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. When a quorum
is present at a meeting of the Family Shareholders, the vote of the holders of a majority of the Shares voting in person or by proxy shall be sufficient to reach a decision on each matter brought before such meeting, except as otherwise provided in
Section 9(i) hereof and except that the vote of the holders of a plurality of the Shares voting in person or by proxy shall be sufficient to reach a decision with respect to the selection of nominees for the Companys Board of Directors
brought before such meeting. Each Family Shareholder shall be entitled, either in person or by proxy, to cast one vote for each Share owned of record or beneficially by him or her on each matter brought before any meeting of the Family Shareholders.
(g) Voting at Meetings of Family Shareholders. Voting at all meetings of the Family Shareholders may be by voice or show of hand
unless any Family Shareholder requests a written ballot. The validity of proxies and ballots at each meeting shall be determined in conformity with the corporation laws of the State of Ohio.
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(h) Voting at Meetings of Company Stockholders. Each Family Shareholder agrees, for
himself or herself and his or her successors and assigns, to accept and be bound by each decision reached as provided herein with respect to each matter brought before any meeting of the Family Shareholders at which a quorum is present. Accordingly,
the Family Shareholders hereby irrevocably appoint each other as their attorneys and proxies to vote their Shares on each such matter at each annual or special meeting of the Companys stockholders, or to execute proxies, consents or
authorizations to vote their Shares on each such matter at each annual or special meeting of the Companys stockholders, in accordance with the decision reached as aforesaid on each such matter at the meeting of the Family Shareholders held
immediately prior to such annual or special meeting.
(i) Bylaws. By the vote of the holders of a majority of the Shares, the
Family Shareholders may adopt, and thereafter amend from time to time, bylaws with respect to such matters relating to the conduct of meetings of the Family Shareholders that are not otherwise addressed in this Section 9
(Bylaws).
(j) No Amendment of This Agreement. No action at any meeting of the Family Shareholders shall
operate to amend any provision of this Agreement, which may be amended only as set forth in Section 16 hereof.
(k) Extension of
Section 9. This Section 9 shall be effective for a period of ten years commencing on the Trust Termination Date and at any time within two years prior to the end of such ten-year period, any or all of the Family Shareholders may extend
the duration of this Section 9 for an additional ten-year period, and thereafter for
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as many additional periods, each not to exceed ten years, as they may desire, so long as each such additional extension is effected within the two years prior to the end of the most recent
ten-year period. Each such extension must be effected in writing. No Family Shareholder will be bound by any such extension if he or she has not executed the writing effecting such extension.
Section 10. Disclosure Waiver. The Company and each Family Shareholder acknowledge and agree that no party hereto shall
have any duty or obligation to disclose affirmatively to any other party hereto, and no party hereto shall have any right to be advised of, any material information regarding the Company at any time prior to, upon or in connection with any purchase,
sale or conversion of Shares pursuant to this Agreement.
Section 11. Specific Performance. The parties agree that
irrevocable damage will result to each of them in the event that this Agreement is not specifically enforced. Therefore it is agreed that the rights to, or obligations of, purchase and sale of Shares hereunder may be enforced in a court of equity or
other tribunal with jurisdiction by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection therewith. Such remedies and all other remedies shall, however, be cumulative and not exclusive and
shall be in addition to any other remedies that any party may have under this Agreement or otherwise.
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Section 12. Legend; Transfer; Form of Ownership.
(a) Legend. Each Family Shareholder agrees to submit to the Company, upon termination of the Scripps Trust or (if later) upon becoming
a party to this Agreement, and in each case from time to time thereafter as and when additional Shares are acquired by such Family Shareholder, the certificates for all Shares owned of record or beneficially by such Family Shareholder so that the
Company may endorse thereon a legend reading substantially as follows:
The Common Voting Shares represented hereby may not be sold,
transferred, distributed, pledged, mortgaged, donated, assigned, appointed or otherwise disposed of or encumbered or converted into Class A Common Shares, nor may such shares be voted, nor consents or waivers given with respect thereto, except
in accordance with, and such shares and the voting thereof are subject to, the provisions of the Scripps Family Agreement, as amended, a copy of which is on file at the principal office of the Company.
(b) Transfer or Conversion Must Comply with Agreement. The parties agree that no purported transfer or conversion of Shares shall be
valid, nor shall any such transfer or conversion be recorded on the stock books of the Company or be recognized by the Company, unless all the terms and conditions of this Agreement have been complied with first and the Company has or is furnished
with proper evidence of such compliance.
(c) Form of Ownership. Each Family Shareholder shall hold his, her or its Shares of
record in his, her or its name and not in the name of a broker or other nominee. Notwithstanding the preceding, Shares may be held in the name of Miramar Fiduciary Corporation, as nominee for the Family Shareholder. Miramar Fiduciary Corporation
will keep accurate records recording the beneficial owner of any such Shares held in its name as nominee and shall provide such information to the Company upon the Companys request.
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Section 13. Execution.
(i) This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
(ii) Commencing on July 1, 1992, this Agreement was circulated among the descendants of
Robert P. Scripps and John P. Scripps for execution by them and was so executed on or before December 31, 1992 by Family Shareholders that included descendants of Edward W. Scripps to whom in the aggregate there would have been distributed
(assuming for purposes of this paragraph that the Scripps Trust were to terminate on such date) such number of shares of Common Voting Stock of the Original Company as would constitute 50% or more of the shares of such stock outstanding on such date
and, as a result, this Agreement became irrevocable as provided in Section 14 hereof.
Section 14. Irrevocability.
Each party hereto agrees that his, her or its execution and delivery of this Agreement may not be withdrawn and that this Agreement shall be irrevocable, shall not be amended except pursuant to Section 16 hereof and shall continue in full force
and effect until terminated pursuant to Section 15 hereof.
Section 15. Termination. This Agreement shall
terminate upon the expiration of twenty-one years after the death of the last survivor of all of the descendants of Robert P. Scripps and John P. Scripps alive on the Trust Termination Date. Upon termination of this Agreement, each holder of record
of Shares who is a party to this Agreement (or such holders permitted successors and assigns) shall be entitled to submit such holders certificate or certificates for Shares to the Company in exchange for a new certificate or
certificates that shall not bear the legend set forth in Section 12.
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Section 16. Entire Agreement; Amendment. This Agreement contains the entire
agreement of the parties with respect to the subject matter hereof. This Agreement may not be amended except in a writing signed by the Company and by parties to this Agreement who are the holders of at least 80% of the outstanding shares of Common
Voting Stock owned by all parties to this Agreement at the time it is to be amended. Notwithstanding the foregoing, Section 9 of this Agreement may be amended as aforesaid by such holders without the concurrence of the Company.
Section 17. Miscellaneous.
(a) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs,
executives, legal representatives, permitted assigns, and successors. Except as otherwise provided in Section 1(d) hereof, successors shall include, without limitation, any successor to E. W. Scripps or Scripps Networks Interactive, by merger,
consolidation or sale of all or substantially all assets, or any subsidiary of E.W. Scripps or Scripps Networks Interactive that owns or operates any business thereof and is spun-off by way of a pro rata distribution of its shares to shareholders of
E. W. Scripps or Scripps Networks Interactive, as the case may be, whether such subsidiary is directly or indirectly, or wholly or partly, owned by E. W. Scripps or Scripps Networks Interactive, as the case may be, and the defined terms referred to
in this Agreement shall be deemed to refer to and mean such successor or spun-off subsidiary and the shares of such successor or spun-off subsidiary having voting rights comparable to Common Voting Stock of E. W. Scripps or Scripps Networks
Interactive, as the case may be.
(b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws
of the State of Ohio.
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Section 18. Severability. If any one or more of the provisions contained
herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions
hereof shall not be in any way impaired, it being intended that all rights and obligations of the parties hereto shall be enforceable to the fullest extent permitted.
Section 19. Notices. All notices required to be given under the terms of this Agreement or that any of the parties desires
to give hereunder shall be in writing and sent by guaranteed overnight delivery via Federal Express or similar service or by email, addressed as follows:
(i) if to any Family Shareholder, addressed to such Family Shareholder at such Family Shareholders address on the signature pages of
this Agreement; and
(ii) if to The E.W. Scripps Company, addressed to:
The E.W. Scripps Company
312
Walnut Street
2800 Scripps Center
Cincinnati, OH 45202
Attention: Corporate Secretary
Julie.McGehee@scripps.com
(iii) if to Scripps Networks Interactive, Inc., addressed to:
Scripps Networks Interactive, Inc.
9721 Sherrill Boulevard
Knoxville, TN 37932
Attention:
Corporate Secretary
MTalbott@scrippsnetworks.com
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Any Family Shareholder or the Company, by notice in writing mailed or emailed to the others, may change the name
and address to which notices and other communications hereunder shall be mailed. Each new Family Shareholder, upon executing this Agreement, shall indicate his, her or its address on the signature pages of this Agreement.
For the purposes of this Agreement, receipt of each notice given hereunder shall be deemed to have occurred on the third day after such notice
has been sent as required herein.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, each party hereto has executed this Agreement on the date indicated below
opposite such partys signature.
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THE E.W. SCRIPPS COMPANY |
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By: |
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/s/ Richard A. Boehne |
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Name: |
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Richard A. Boehne |
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Title: |
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Chairman, President & CEO |
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SCRIPPS NETWORKS INTERACTIVE, INC. |
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By: |
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/s/ Kenneth W. Lowe |
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Name: |
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Kenneth W. Lowe |
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Title: |
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Chairman, President & CEO |
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FAMILY SHAREHOLDER |
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/s/ Adam R. Scripps |
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Name: |
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Adam R. Scripps |
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Address: |
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FAMILY SHAREHOLDER |
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/s/ Edward W. Scripps, Jr. |
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Name: |
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Edward W. Scripps, Jr. |
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Address: |
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FAMILY SHAREHOLDER |
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/s/ Margaret E. Scripps (Klenzing) |
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Name: |
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Margaret E. Scripps (Klenzing) |
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Address: |
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FAMILY SHAREHOLDER |
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/s/ Marilyn J. Scripps (Wade) |
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Marilyn J. Scripps (Wade) |
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Address: |
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FAMILY SHAREHOLDER |
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/s/ William A. Scripps |
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Name: |
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William A. Scripps |
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Address: |
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FAMILY SHAREHOLDER |
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/s/ Rebecca Scripps Brickner |
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Name: |
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Rebecca Scripps Brickner |
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Address: |
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FAMILY SHAREHOLDER |
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/s/ Corina S. Granado |
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Name: |
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Corina S. Granado |
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Address: |
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FAMILY SHAREHOLDER |
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/s/ Mary Ann S. Sanchez |
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Name: |
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Mary Ann S. Sanchez |
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Address: |
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FAMILY SHAREHOLDER |
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/s/ Virginia S. Vasquez |
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Name: |
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Virginia S. Vasquez |
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Address: |
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FAMILY SHAREHOLDER |
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/s/ Charles E. Scripps, Jr. |
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Name: |
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Charles E. Scripps, Jr. |
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Address: |
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FAMILY SHAREHOLDER |
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/s/ Julia Scripps Heidt |
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Name: |
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Julia Scripps Heidt |
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Address: |
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FAMILY SHAREHOLDER |
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/s/ Charles Kyne McCabe |
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Name: |
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Charles Kyne McCabe |
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Address: |
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FAMILY SHAREHOLDER |
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/s/ J. Sebastian Scripps |
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Name: |
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J. Sebastian Scripps |
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Address: |
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FAMILY SHAREHOLDER |
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/s/ Cynthia J. Scripps |
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Name: |
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Cynthia J. Scripps |
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Address: |
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FAMILY SHAREHOLDER |
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/s/ Mary Peirce |
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Name: |
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Mary Peirce |
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Address: |
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FAMILY SHAREHOLDER |
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/s/ Eaton M. Scripps |
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Name: |
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Eaton M. Scripps |
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Address: |
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FAMILY SHAREHOLDER |
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/s/ Molly E. McCabe |
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Name: |
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Molly E. McCabe |
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Address: |
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FAMILY SHAREHOLDER |
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/s/ Elizabeth E. Logan |
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Name: |
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Elizabeth E. Logan |
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Address: |
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FAMILY SHAREHOLDER |
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/s/ Nackey E. Scagliotti |
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Name: |
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Nackey E. Scagliotti |
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Address: |
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FAMILY SHAREHOLDER |
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/s/ Eli W. Scripps |
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Name: |
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Eli W. Scripps |
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Address: |
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FAMILY SHAREHOLDER |
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/s/ Gerald J. Scripps |
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Name: |
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Gerald J. Scripps |
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Address: |
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FAMILY SHAREHOLDER |
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/s/ Megan Scripps Tagliaferri |
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Name: |
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Megan Scripps Tagliaferri |
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Address: |
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FAMILY SHAREHOLDER |
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/s/ Cody Dubuc |
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Name: |
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Cody Dubuc |
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Address: |
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FAMILY SHAREHOLDER |
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/s/ R. Michael Scagliotti |
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Name: |
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R. Michael Scagliotti |
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Address: |
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FAMILY SHAREHOLDER |
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/s/ Charles L. Barmonde |
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Name: |
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Charles L. Barmonde |
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Address: |
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FAMILY SHAREHOLDER |
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/s/ Samantha J. Brickner |
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Name: |
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Samantha J. Brickner |
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Address: |
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FAMILY SHAREHOLDER |
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/s/ Monica Holcomb |
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Name: |
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Monica Holcomb |
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Address: |
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FAMILY SHAREHOLDER |
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/s/ Paul K. Scripps |
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Name: |
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Paul K. Scripps, individually, as co-trustee of the John P. Scripps Trust under Agreement dated 2/10/77 FBO Peter M. Scripps, John P. Scripps Trust FBO Paul K. Scripps under Agreement dated 2/10/77, John P. Scripps Trust Exempt
Trust under Agreement dated 2/10/77 and John P. Scripps Trust under Agreement dated 2/10/77 FBO Barbara Scripps Evans, and as trustee of the John P. Scripps Trust FBO Ellen McRae Scripps under Agreement dated 12/28/84 and Paul K. Scripps Family
Revocable Trust |
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Address: |
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FAMILY SHAREHOLDER |
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/s/ Barbara Victoria Scripps Evans |
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Name: |
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Barbara Victoria Scripps Evans, individually, as co-trustee of the John P. Scripps Trust under Agreement dated 2/10/77 FBO Peter M. Scripps, John P. Scripps Trust FBO Paul K. Scripps under Agreement dated 2/10/77, John P. Scripps
Trust Exempt Trust under Agreement dated 2/10/77 and John P. Scripps Trust under Agreement dated 2/10/77 FBO Barbara Scripps Evans, and as trustee of the John P. Scripps Trust FBO Douglas A. Evans under Agreement dated 12/28/84, Douglas A. Evans
1983 Trust, Victoria S. Evans Trust under Agreement dated 5/19/2004 and Thomas S. Evans Irrevocable Trust under Agreement dated 11/13/2012 |
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Address: |
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FAMILY SHAREHOLDER |
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/s/ Anne La Dow |
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Name: |
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Anne La Dow, individually and as trustee of the Anne M. La Dow Trust under Agreement dated 10/27/2011 |
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Address: |
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FAMILY SHAREHOLDER |
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/s/ Peter R. La Dow |
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Name: |
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Peter R. La Dow, individually, as co-trustee of the John P. Scripps Trust under Agreement dated 2/10/77 FBO Peter M. Scripps, John P. Scripps Trust FBO Paul K. Scripps under Agreement dated 2/10/77, John P. Scripps Trust Exempt
Trust under Agreement dated 2/10/77 and John P. Scripps Trust under Agreement dated 2/10/77 FBO Barbara Scripps Evans, and as trustee of The Marital Trust of the La Dow Family Trust and The La Dow Family Trust under Agreement dated
6/29/2004 |
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Address: |
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FAMILY SHAREHOLDER |
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/s/ Peter M. Scripps |
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Name: |
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Peter M. Scripps, individually and as trustee of the Peter M. Scripps Trust under Agreement dated 11/13/2002 |
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Address: |
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FAMILY SHAREHOLDER |
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/s/ John P. Scripps |
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Name: |
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John P. Scripps, individually and as trustee of the John Peter Scripps 2013 Revocable Trust dtd December 20, 2013 |
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Address: |
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FAMILY SHAREHOLDER |
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/s/ Ellen M. Scripps Kaheny |
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Name: |
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Ellen M. Scripps Kaheny, individually and as trustee of the Ellen M. Scripps Kaheny Revocable Trust dtd April 17, 2014 |
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Address: |
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FAMILY SHAREHOLDER |
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/s/ William H. Scripps |
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Name: |
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William H. Scripps, individually and as trustee of the Scripps Family 1992 Revocable Trust, dated June 9, 1992 |
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Address: |
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FAMILY SHAREHOLDER |
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/s/ Kathy Scripps |
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Name: |
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Kathy Scripps, individually and as trustee of the Scripps Family 1992 Revocable Trust, dated June 9, 1992 |
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Address: |
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