Sec Form 4 Filing - LEAHY MARY HILL @ JOURNAL COMMUNICATIONS INC - 2012-03-15

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
LEAHY MARY HILL
2. Issuer Name and Ticker or Trading Symbol
JOURNAL COMMUNICATIONS INC [ JRN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
* (see title noted below)
(Last) (First) (Middle)
JOURNAL COMMUNICATIONS INC, 333 WEST STATE STREET
3. Date of Earliest Transaction (MM/DD/YY)
03/15/2012
(Street)
MILWAUKEE, WI53203
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 03/15/2012 C 23,000 A $ 0 23,000 D
Class A Common Stock 03/15/2012 S 23,000 D $ 5.29 0 D
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
Class B Common Stock ( 1 ) 03/15/2012 C 23,000 ( 1 ) ( 1 ) Class A Common Stock 23,000 $ 0 36,452 D
Stock Appreciation Right ( 2 ) $ 13.31 ( 3 ) 02/16/2017 Class B Common Stock 42,000 42,000 D
Stock Appreciation Right ( 2 ) ( 4 ) ( 3 ) 02/16/2017 Class B Common Stock 15,000 15,000 D
Stock Appreciation Right ( 5 ) $ 7.57 ( 6 ) 02/15/2018 Class B Common Stock 43,000 43,000 D
Stock Appreciation Right ( 5 ) ( 7 ) ( 6 ) 02/15/2018 Class B Common Stock 22,000 22,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LEAHY MARY HILL
JOURNAL COMMUNICATIONS INC
333 WEST STATE STREET
MILWAUKEE, WI53203
* (see title noted below)
Signatures
/s/ Russell E. Ryba, Attorney-in-Fact 03/16/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Class B Common Stock is convertible into Class A Common Stock (subject to certain limitations specified in the Issuer's Amended and Restated Articles of Incorporation) on a 1-for-1 basis at no cost.
( 2 )The stock appreciation right was granted February 16, 2007 to the reporting person under the Journal Communications, Inc. 2003 Equity Incentive Plan.
( 3 )The stock appreciation right vests and becomes exercisable in three equal annual installments on February 16, 2008, 2009 and 2010.
( 4 )The stock appreciation right has an escalating base value which starts with $13.31, the closing price of the Company's Class A Common Stock on the date of grant, and increases by 6% per year for each year that the stock appreciation right remains outstanding, starting on the first anniversary of the grant date.
( 5 )The stock appreciation right was granted February 15, 2008 to the reporting person under the Journal Communications, Inc. 2007 Omnibus Incentive Plan.
( 6 )The stock appreciation right vests and becomes exercisable in three equal annual installments on February 15, 2009, 2010 and 2011.
( 7 )The stock appreciation right has an escalating base value which starts with $7.57, the closing price of the Company's Class A Common Stock on the date of grant, and increases by 6% per year for each year that the stock appreciation right remains outstanding, starting on the first anniversary of the grant date.

Remarks:
* Senior Vice President, General Counsel, Chief Compliance Officer & Secretary

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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