Sec Form 4 Filing - MSDC Management, L.P. @ JOURNAL COMMUNICATIONS INC - 2013-03-21

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
MSDC Management, L.P.
2. Issuer Name and Ticker or Trading Symbol
JOURNAL COMMUNICATIONS INC [ JRN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
645 FIFTH AVENUE, 21ST FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/21/2013
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 03/21/2013 S 136,801 D $ 6.6926 ( 1 ) 5,340,538 I See Footnotes ( 4 ) ( 5 ) ( 6 )
Class A Common Stock 03/22/2013 S 24,484 D $ 6.8153 ( 2 ) 5,316,054 I See Footnotes ( 4 ) ( 5 ) ( 6 )
Class A Common Stock 03/25/2013 S 83,813 D $ 6.8072 ( 3 ) 5,232,241 I See Footnotes ( 4 ) ( 5 ) ( 6 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MSDC Management, L.P.
645 FIFTH AVENUE
21ST FLOOR
NEW YORK, NY10022
X
MSD Credit Opportunity Master Fund, L.P.
645 FIFTH AVENUE
21ST FLOOR
NEW YORK, NY10022
X
Signatures
MSDC MANAGEMENT, L.P. By: MSDC Management (GP), LLC Its: General Partner By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager 03/25/2013
Signature of Reporting Person Date
MSD CREDIT OPPORTUNITY MASTER FUND, L.P. By: MSDC Management, L.P. Its: Investment Manager By: MSDC Management (GP), LLC Its: General Partner By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager 03/25/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction was executed in multiple trades at prices ranging from $6.69 to $6.71. The price reported reflects the weighted average sales price. The reporting persons hereby undertake to provide to the Securities and Exchange Commission (the "Commission") staff, the issuer or a security holder of the issuer, upon request, full information regarding the number of securities sold at each separate price.
( 2 )This transaction was executed in multiple trades at prices ranging from $6.705 to $6.88. The price reported reflects the weighted average sales price. The reporting persons hereby undertake to provide to the Commission staff, the issuer or a security holder of the issuer, upon request, full information regarding the number of securities sold at each separate price.
( 3 )This transaction was executed in multiple trades at prices ranging from $6.775 to $6.86. The price reported reflects the weighted average sales price. The reporting persons hereby undertake to provide to the Commission staff, the issuer or a security holder of the issuer, upon request, full information regarding the number of securities sold at each separate price.
( 4 )This statement is jointly filed by and on behalf of each of MSDC Management, L.P. ("MSDC Management") and MSD Credit Opportunity Master Fund, L.P. ("MSD Credit Opportunity Master Fund"). MSD Credit Opportunity Master Fund is the record and direct beneficial owner of the securities covered by this statement. MSDC Management is the investment manager of, and may be deemed to beneficially own securities owned by, MSD Credit Opportunity Master Fund. MSDC Management (GP), LLC ("MSDC GP") is the general partner of, and may be deemed to beneficially own securities owned by, MSDC Management. Each of Glenn R. Fuhrman, John C. Phelan and Marc R. Lisker is a manager of MSDC GP and may be deemed to have or share voting and/or dispositive power over the securities beneficially owned by MSDC GP. Each of Messrs. Fuhrman, Phelan and Lisker disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein.
( 5 )Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
( 6 )Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.

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