E.W. SCRIPPS Co — Director's Dealing 2018

Oct 24, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: E.W. SCRIPPS Co (SSP)
CIK: 0000832428
Period of Report: 2018-10-22

Reporting Person: SCRIPPS CHARLES E (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-10-22	Class A Common Shares, $.01 par value per share	P	5000	$17.8232	Acquired	736367	Direct
2018-09-28	Class A Common Shares, $.01 par value per share	G	60587	$0.00	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Voting Shares, $.01 par value per share	0	Indirect
Common Voting Shares, $.01 par value per share	617315	Direct

Footnotes

F1: The purchases were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 20, 2018 and in accordance with Rule 10b-18 of the Securities Exchange Act of 1934.

F2: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $17.40 to $18.18, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes to this Form 4.

F3: On September 28, 2018, a grantor retained annuity trust ("GRAT") of which the reporting person is trustee: (i) distributed 32,543 Class A Common Shares and 343,904 Common Voting Shares back to the reporting person in satisfaction of the GRAT's annuity obligations; and (ii) transferred 60,587 Class A Common Shares to the remainder beneficiaries of the GRAT in satisfaction of the GRAT's obligations upon termination. As a result, the Forms 4 filed by the reporting person on October 1, 2018, October 9, 2018 and October 16, 2018 had inadvertently: (a) described 32,543 Class A Common Shares and 343,904 Common Voting Shares as being indirectly held by GRAT, when such shares were actually directly held; and (b) overstated the aggregate number of Class A Shares held by the reporting person by the 60,587 Class A Common Shares that transferred to the remainder beneficiaries.

F4: This transaction reflects the transfer of securities to the remainder beneficiaries of the GRAT in satisfaction of the GRAT's obligations upon its termination.