Sec Form 3 Filing - Don DeFosset @ EMMIS COMMUNICATIONS CORP - 2010-07-09

FORM 3 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 Don DeFosset 2. Issuer Name and Ticker or Trading Symbol EMMIS COMMUNICATIONS CORP [ EMMS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) member of 10% owner group (Last) (First) (Middle) 4221 WEST BOY SCOUT BOULEVARD, SUITE 1000 3. Date of Earliest Transaction (MM/DD/YY) 07/09/2010 (Street) TAMPA, FL33607 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 6.25% Series A Cumulative Convertible Preferred Stock 101,210 ( 1 ) I General Partner of DJD Group, LLLP, which directly owns the referenced securities

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 Don DeFosset 4221 WEST BOY SCOUT BOULEVARD SUITE 1000 TAMPA, FL33607 member of 10% owner group Signatures Don J. DeFosset 07/19/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person may be deemed to be a member of a 'group' (within the meaning of Rule 13d-5(b) promulgated under the Securities Exchange Act of 1934) whose voting of shares (of the 6.25% Series A Cumulative Convertible Preferred Stock) is contractually restricted in certain respects pursuant to a Lock-Up Agreement among the shareholders of the issuer. Collectively, those shareholders beneficially own more than 10% of the 6.25% Series A Cumulative Convertible Preferred Stock in the issuer. The Reporting Person himself beneficially owns less than 10% of such stock, and he disclaims ownership of all such stock other than the shares he beneficially owns.

Remarks: Shares of the issuer's 6.25% Series A Cumulative Convertible Preferred Stock are convertible into shares of common stock in the issuer. If the Reporting Person is deemed to be a member of a 'group' (within the meaning of Rule 13d-5(b) promulgated under the Securities Exchange Act of 1934), and if all such preferred shares that are beneficially owned by such group were converted into common stock, neither that group (taken as a whole) nor the Reporting Person would beneficially own 10% or more of the common stock (or any class of common stock) in the issuer.

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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