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

Jul 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: E.W. SCRIPPS Co (SSP)
CIK: 0000832428
Period of Report: 2018-06-30

Reporting Person: BOEHNE RICHARD A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-07-01	Class A Common Shares, $.01 par value per share	F	42204	$13.39	Disposed	158561	Direct
2018-07-01	Class A Common Shares, $.01 par value per share	C	124196	$13.39	Acquired	282757	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-07-01	Restricted Stock Units	$	C	21655	Disposed	2019-03-09	Restricted Stock Units (21655)	Direct
2018-07-01	Restricted Stock Units	$	C	33898	Disposed	2020-03-09	Restricted Stock Units (33898)	Direct
2018-07-01	Restricted Stock Units	$	C	68643	Disposed	2021-03-01	Restricted Stock Units (68643)	Direct
2018-06-30	Phantom Stock	$	J	3342.05	Acquired		Class A Common (3342.05)	Direct
2018-06-30	Phantom Stock	$	J	26.16	Acquired		Class A Common (26.16)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Shares, $.01 par value per share	126170	Indirect
Common Voting Shares, $.01 par value per share	0	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$	2019-05-10	Restricted Stock Units (6471)	6471	Direct

Footnotes

F1: The terms of this long-term incentive award mandate that the Company withhold shares to satisfy the reporting person's tax obligation.

F2: This transaction reflects the conversion of restricted stock units into Class A Common Shares.

F3: Vesting of award was accelerated in connection with the reporting person's retirement.

F4: Pursuant to the company's 1997 Deferred Compensation and Stock Plan for Directors, directors may defer fees into a phantom stock fund. Under this plan, fees are allocated to a phantom shares account based on the fair market value of the company's Class A Common Shares on the last trading day of each quarter. Balances are paid in either shares or cash at the time a director leaves the Board.

F5: Pursuant to the company's 1997 Deferred Compensation and Stock Plan for Directors, at the end of each calendar quarter, the number of shares credited to a Phantom Stock Account shall be increased by any dividends paid on shares during that calendar quarter.

F6: This restricted stock unit award will vest in 2019. Upon vesting, each restricted stock unit will convert into one Class A Common Share of the Company.