Sec Form 4 Filing - BOEHNE RICHARD A @ E.W. SCRIPPS Co - 2018-03-01

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
BOEHNE RICHARD A
2. Issuer Name and Ticker or Trading Symbol
E.W. SCRIPPS Co [ SSP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
312 WALNUT STREET, 28TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/01/2018
(Street)
CINCINNATI, OH45202
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 Shares, $.01 par value per share 03/01/2018 C( 1 ) 22,880 A $ 13.25 171,501 D
Class A Common Shares, $.01 par value per share 03/01/2018 F( 2 ) 6,407 D $ 13.25 165,094 D
Class A Common Shares, $.01 par value per share 126,170 I Investment LLC
Common Voting Shares, $.01 par value per share 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
Restricted Stock Units ( 3 ) 02/14/2018 J( 3 ) 1,112 03/01/2018 03/01/2021 Restricted Stock Units 1,112 $ 13.25 91,523 D
Restricted Stock Units ( 1 ) 03/01/2018 C( 1 ) 22,880 03/01/2018 03/01/2021 Restricted Stock Units 22,880 $ 13.25 68,643 ( 1 ) D
Restricted Stock Units ( 4 ) 03/09/2015 03/09/2018 Restricted Stock Units 10,942 10,942 ( 4 ) D
Restricted Stock Units ( 5 ) 03/09/2016 03/09/2019 Restricted Stock Units 43,309 43,309 ( 5 ) D
Restricted Stock Units ( 6 ) 03/09/2017 03/09/2020 Restricted Stock Units 50,847 50,847 ( 6 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BOEHNE RICHARD A
312 WALNUT STREET, 28TH FLOOR
CINCINNATI, OH45202
X
Signatures
/s/ William Appleton, Attorney-in-fact for Richard A. Boehne 03/05/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction reflects the conversion of restricted stock units into Class A Common Shares.
( 2 )The terms of this long-term incentive award mandate that the Company withhold shares to satisfy the reporting person's tax obligation.
( 3 )Forty percent of the units awarded in 2017 were contingent on performance measures. Because the company did not meet these measures, the subject units did not vest and were forfeited under terms of the award.
( 4 )This restricted stock unit award will vest in 2018. Upon vesting, each restricted stock unit will convert into one Class A Common Share of the Company.
( 5 )This restricted stock unit award will vest in equal parts in 2018 and 2019. Upon vesting, each restricted stock unit will convert into one Class A Common Share of the Company.
( 6 )This restricted stock unit award will vest in equal parts in 2018, 2019 and 2020. Upon vesting, each restricted stock unit will convert into one Class A Common Share of the Company.

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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