UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
The E.W. Scripps Company
(Name of Issuer)
Class A Common Shares
(Title of Class of Securities)
811054402
(CUSIP Number)
Tracy Tunney Ward
Miramar Services, Inc.
250 Grandview Ave., Suite 400
Fort Mitchell, KY 41017
(859) 581-5758
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 23, 2020
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1 |
NAME OF REPORTING PERSON
Adam R. Scripps Trust u/a dated October 5, 1992, as restated May 6, 2009 and amended March 16, 2017 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
534,666 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,723 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
OO |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-2-
1 |
NAME OF REPORTING PERSON
Anne La Dow | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
31,869 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
71,421 | |||||
10 | SHARED DISPOSITIVE POWER
698,034 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,162,592 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-3-
1 |
NAME OF REPORTING PERSON
Anne M. La Dow Trust under Agreement dated 10/27/2011 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
California |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
3,649 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
43,201 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,134,372 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
OO |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-4-
1 |
NAME OF REPORTING PERSON
Anthony S. Granado | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
PF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
20,000 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
20,100 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,150,723 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-5-
1 |
NAME OF REPORTING PERSON
Austin S. Heidt | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
1 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,723 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-6-
1 |
NAME OF REPORTING PERSON
Barbara Victoria Scripps Evans | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
40,911 | |||||
10 | SHARED DISPOSITIVE POWER
730,955 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,723 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-7-
1 |
NAME OF REPORTING PERSON
Brittany Jean Scripps | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
10 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,723 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-8-
1 |
NAME OF REPORTING PERSON
Careen Cardin | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
3,000 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,723 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-9-
1 |
NAME OF REPORTING PERSON
Charles E. Scripps, Jr. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
PF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
811,367 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
1,428,682 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,942,090 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-10-
1 |
NAME OF REPORTING PERSON
Charles L. Barmonde | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
PF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
606,502 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
1,192,168 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,737,225 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.5% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-11-
1 |
NAME OF REPORTING PERSON
Cody Dubuc | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
7,000 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,723 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-12-
1 |
NAME OF REPORTING PERSON
Corina S. Granado | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
PF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
551,781 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
818,614 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,682,504 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.5% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-13-
1 |
NAME OF REPORTING PERSON
Crystal Vasquez Lozano | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
66 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
166 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,789 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-14-
1 |
NAME OF REPORTING PERSON
Cynthia J. Scripps | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
326,735 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
594,068 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,457,458 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.2% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-15-
1 |
NAME OF REPORTING PERSON
Douglas A. Evans | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
40,884 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,723 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-16-
1 |
NAME OF REPORTING PERSON
Eaton M. Scripps | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
PF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
1,288,185 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
1,905,502 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,418,908 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.4% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-17-
1 |
NAME OF REPORTING PERSON
Edward W. Scripps, Jr. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
683,915 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
1,301,211 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,814,638 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.6% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-18-
1 |
NAME OF REPORTING PERSON
Eli W. Scripps | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
103,926 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
193,037 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,234,649 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.9% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-19-
1 |
NAME OF REPORTING PERSON
Elizabeth A. Logan | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
326,832 | ||||
8 | SHARED VOTING POWER
12,318,593 (1) | |||||
9 | SOLE DISPOSITIVE POWER
594,163 | |||||
10 | SHARED DISPOSITIVE POWER
1,187,870 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,110,759 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.0% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-20-
1 |
NAME OF REPORTING PERSON
Elizabeth Scripps | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
66 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
68 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,789 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-21-
1 |
NAME OF REPORTING PERSON
Ellen B. Granado | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
10,000 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
10,100 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,140,723 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-22-
1 |
NAME OF REPORTING PERSON
Ellen M. Scripps | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
66 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
35,478 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,789 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-23-
1 |
NAME OF REPORTING PERSON
Ellen M. Scripps Revocable Trust dtd April 17, 2014 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
California |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
66 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
35,478 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,789 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
OO |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-24-
1 |
NAME OF REPORTING PERSON
Eva Scripps Attal | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
326,735 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
600,561 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,457,458 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.2% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-25-
1 |
NAME OF REPORTING PERSON
Gerald J. Scripps | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
103,854 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
195,854 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,234,577 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.9% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-26-
1 |
NAME OF REPORTING PERSON
Geraldine Scripps Granado | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
10,000 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
10,100 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,140,723 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-27-
1 |
NAME OF REPORTING PERSON
J. Sebastian Scripps | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
653,504 | ||||
8 | SHARED VOTING POWER
11,130,723 | |||||
9 | SOLE DISPOSITIVE POWER
1,188,168 (1) | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,784,227 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.6% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-28-
1 |
NAME OF REPORTING PERSON
James Bryce Vasquez | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
100 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,723 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-29-
1 |
NAME OF REPORTING PERSON
Jenny Sue Scripps Mitchell | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
66 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
67 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,789 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-30-
1 |
NAME OF REPORTING PERSON
Jessica L. Hoerster | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
66 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
67 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,789 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-31-
1 |
NAME OF REPORTING PERSON
Jimmy R. Scripps | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
653,337 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
1,188,001 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,784,060 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.6% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-32-
1 |
NAME OF REPORTING PERSON
John P. Scripps | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
66 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
57,997 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,789 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-33-
1 |
NAME OF REPORTING PERSON
John P. Scripps Trust Exempt Trust under agreement dated 2/10/77 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
California |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
32,921 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,723 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
OO |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-34-
1 |
NAME OF REPORTING PERSON
John P. Scripps Trust under agreement dated 2/10/77 FBO Barbara Scripps Evans | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
California |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
232,678 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,723 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
OO |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-35-
1 |
NAME OF REPORTING PERSON
John P. Scripps Trust FBO Ellen McRae Scripps under agreement dated 12/28/84 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
California |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
22,520 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,723 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
OO |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-36-
1 |
NAME OF REPORTING PERSON
John P. Scripps Trust FBO Paul K. Scripps under agreement dated 2/10/77 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
California |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
232,678 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,723 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
OO |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-37-
1 |
NAME OF REPORTING PERSON
John P. Scripps Trust under agreement dated 2/10/77 FBO Peter M. Scripps | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
California |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
232,678 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,723 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
OO |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-38-
1 |
NAME OF REPORTING PERSON
John Patrick Scripps | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
466 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
467 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,131,189 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-39-
1 |
NAME OF REPORTING PERSON
John Peter Scripps 2013 Revocable Trust dtd December 20, 2013 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
California |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
66 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
57,997 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,789 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
OO |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-40-
1 |
NAME OF REPORTING PERSON
Jonathan L. Scripps | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
103,958 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
193,069 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,234,681 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.9% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-41-
1 |
NAME OF REPORTING PERSON
Julia Scripps Heidt | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
322,965 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
590,295 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,453,688 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.2% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-42-
1 |
NAME OF REPORTING PERSON
Kathy Scripps | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
400 | ||||
8 | SHARED VOTING POWER
11,435,627 (1) | |||||
9 | SOLE DISPOSITIVE POWER
400 | |||||
10 | SHARED DISPOSITIVE POWER
839,570 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,436,027 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.2% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-43-
1 |
NAME OF REPORTING PERSON
Kendall S. Barmonde | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
1,000 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,723 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-44-
1 |
NAME OF REPORTING PERSON
Keon Korey Vasquez | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
66 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
166 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,789 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-45-
1 |
NAME OF REPORTING PERSON
La Dow Family Trust under agreement dated 6/29/2004 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
California |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
271,237 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,723 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
OO |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-46-
1 |
NAME OF REPORTING PERSON
Manuel E. Granado | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
10,000 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
10,100 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,140,723 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-47-
1 |
NAME OF REPORTING PERSON
Margaret E. Scripps (Klenzing) | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
311,978 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
579,307 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,442,701 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.2% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-48-
1 |
NAME OF REPORTING PERSON
Marilyn J. Scripps | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S.
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
287,360 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
554,693 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,418,083 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.1% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-49-
1 |
NAME OF REPORTING PERSON
Mary Ann S. Sanchez | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
653,337 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
1,722,469 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,853,192 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.7% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-50-
1 |
NAME OF REPORTING PERSON
Mary Peirce | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
PF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
66,785 | ||||
8 | SHARED VOTING POWER
12,318,593 (1) | |||||
9 | SOLE DISPOSITIVE POWER
282,118 | |||||
10 | SHARED DISPOSITIVE POWER
1,187,870 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,850,712 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.7% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-51-
1 |
NAME OF REPORTING PERSON
Maxwell Christopher Logan | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
1 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,723 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-52-
1 |
NAME OF REPORTING PERSON
Megan Scripps Tagliaferri | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
326,668 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
594,001 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,457,391 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.2% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-53-
1 |
NAME OF REPORTING PERSON
Molly E. McCabe | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
326,675 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
594,008 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,457,398 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.2% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-54-
1 |
NAME OF REPORTING PERSON
Monica Holcomb | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
16,505 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
57,783 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,147,228 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-55-
1 |
NAME OF REPORTING PERSON
Nathaniel W. Heidt | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
1 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,723 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-56-
1 |
NAME OF REPORTING PERSON
Paul K. Scripps | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
130,313 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
152,833 | |||||
10 | SHARED DISPOSITIVE POWER
730,955 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,261,036 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.0% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-57-
1 |
NAME OF REPORTING PERSON
Peggy Scripps Evans | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
2 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,723 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-58-
1 |
NAME OF REPORTING PERSON
Peter R. La Dow | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
271,237 | |||||
10 | SHARED DISPOSITIVE POWER
32,921 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,723 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-59-
1 |
NAME OF REPORTING PERSON
Raymundo H. Granado, Jr. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
10,066 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
10,166 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,140,789 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-60-
1 |
NAME OF REPORTING PERSON
Rebecca Scripps Brickner | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
311,976 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
579,159 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,442,699 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.2% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-61-
1 |
NAME OF REPORTING PERSON
Robert S. Heidt III | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
1 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,723 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-62-
1 |
NAME OF REPORTING PERSON
Samantha J. Brickner | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
66 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
116 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,789 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-63-
1 |
NAME OF REPORTING PERSON
Savannah Brickner | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
66 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
116 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,789 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-64-
1 |
NAME OF REPORTING PERSON
R. Michael Scagliotti | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
14,048 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
281,331 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,144,771 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-65-
1 |
NAME OF REPORTING PERSON
Sam D.F. Scripps | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
1 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,723 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-66-
1 |
NAME OF REPORTING PERSON
Shannon Leigh Howard | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
10 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,723 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-67-
1 |
NAME OF REPORTING PERSON
Scripps Family 1992 Revocable Trust, dated 06-09-92 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
California |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
534,666 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,723 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
OO |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-68-
1 |
NAME OF REPORTING PERSON
The Marital Trust of the La Dow Family Trust (subtrust of La Dow Family Trust) | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
California |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
266,771 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,723 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
OO |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-69-
1 |
NAME OF REPORTING PERSON
The Paul K. Scripps Family Revocable Trust | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
California |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
130,313 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
130,313 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,261,036 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.0% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
OO |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-70-
1 |
NAME OF REPORTING PERSON
Thomas S. Evans | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,723 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-71-
1 |
NAME OF REPORTING PERSON
Thomas S. Evans Irrevocable Trust under agreement dated 11/13/12 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
California |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
40,911 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,723 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
OO |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-72-
1 |
NAME OF REPORTING PERSON
Vanessa L. Sanchez | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
100 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,723 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-73-
1 |
NAME OF REPORTING PERSON
Veronica E. Sanchez | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
100 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,723 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-74-
1 |
NAME OF REPORTING PERSON
Virginia S. Vasquez | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
625,385 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
1,385,906 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,756,108 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.6% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-75-
1 |
NAME OF REPORTING PERSON
Samuel Joseph Logan | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
1 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,723 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-76-
1 |
NAME OF REPORTING PERSON
Welland H. Scripps | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
1 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,723 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-77-
1 |
NAME OF REPORTING PERSON
Wendy E. Scripps | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
326,602 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
593,935 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,457,325 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.2% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-78-
1 |
NAME OF REPORTING PERSON
Wesley W. Scripps | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
66 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
166 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,789 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-79-
1 |
NAME OF REPORTING PERSON
William A. Scripps | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
623,693 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
1,158,159 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,754,416 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.6% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-80-
1 |
NAME OF REPORTING PERSON
William A. Scripps, Jr. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
66 | ||||
8 | SHARED VOTING POWER
11,130,723 (1) | |||||
9 | SOLE DISPOSITIVE POWER
166 | |||||
10 | SHARED DISPOSITIVE POWER 0
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,789 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-81-
1 |
NAME OF REPORTING PERSON
William H. Scripps | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
400 | ||||
8 | SHARED VOTING POWER
11,435,627 (1) | |||||
9 | SOLE DISPOSITIVE POWER
400 | |||||
10 | SHARED DISPOSITIVE POWER
839,570 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,436,027 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.2% (1) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B. |
-82-
CUSIP No. 811054402
EXPLANATORY NOTE
This Amendment No. 10 to Schedule 13D (this Amendment) amends the items included herein that were contained in the Schedule 13D filed on October 26, 1992 and amended by Amendment No. 1, dated October 22, 1993, Amendment No. 2, dated January 24, 2013, Amendment No. 3, dated March 18, 2013, Amendment No. 4, dated September 20, 2013, Amendment No. 5, dated August 5, 2014, Amendment No. 6, dated June 5, 2015, Amendment No. 7, dated April 7, 2017, Amendment No. 8, dated August 22, 2018, and Amendment No. 9, dated January 11, 2019 (collectively, the Original Schedule 13D and, together with this Amendment, this Schedule 13D) relating to the Class A Common Shares, $.01 par value per share (the Class A Common Shares), and Common Voting Shares, $.01 par value per share (the Common Voting Shares, and, together with the Class A Common Shares, the Common Shares), of The E.W. Scripps Company, an Ohio corporation (the Issuer).
The persons filing this Schedule 13D (the Reporting Persons) are parties to the Amended and Restated Scripps Family Agreement, dated May 19, 2015, as amended on March 29, 2017 (the Scripps Family Agreement), which restricts the transfer and governs the voting of Common Voting Shares that the Reporting Persons own or may acquire. Certain of the Reporting Persons are residuary beneficiaries (the Trust Beneficiaries) of The Edward W. Scripps Trust (the Trust), which held 10,693,333 Common Voting Shares and 13,064,074 Class A Common Shares prior to the distribution or sale of such shares on March 14, 2013 (on which date 23,163,464 of the Common Shares were distributed to the Trust Beneficiaries or to co-guardians (now co-trustees) on behalf of a minor Trust Beneficiary, other than three other Trust Beneficiaries who were minors at the time of such distribution (the Minors)), March 19, 2013 (on which date nine Class A Common Shares held by the Trust were sold in the open market so that no fractional shares would be distributed) and September 20, 2013 (on which date the remaining 593,934 Common Shares held by the Trust were distributed to trusts established for the purpose of holding the shares on behalf of the Minors (collectively, the Minors Trusts)). In addition, since the filing of the Original Schedule 13D, the Reporting Persons have engaged in transactions in the Common Shares.
This Amendment is being filed to, among other things, (a) describe a voting agreement entered into by certain Reporting Persons with respect to the Investor Financing (as defined below); and (b) provide or update the information regarding the beneficial ownership of the Common Shares by the Reporting Persons.
Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of the Original Schedule 13D is hereby amended to add the following:
As detailed on Appendix C, the Common Shares acquired in the past 60 days were acquired through distributions to or from trusts for no consideration.
Item 4. | Purpose of Transaction. |
Item 4 of the Original Schedule 13D is hereby amended to add the following:
Since the filing of the Original Schedule 13D, the Reporting Persons have engaged in transactions in the Common Shares, including but not limited to those set forth on Appendix C hereto. These transactions include, without limitation, those set forth on Appendix C hereto, as well as certain open-market purchases and sales pursuant to the Rule 10b5-1 Plans, market sales, gifts to family members, charitable gifts, director equity award grants, distributions to and from trusts and other transfers for estate planning, private investment, or liquidity purposes.
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On September 23, 2020, the Issuer entered into an Agreement and Plan of Merger (the Merger Agreement) with ION Media Networks, Inc., a Delaware corporation (ION Media), Scripps Media, Inc., a Delaware corporation and wholly owned subsidiary of the Issuer (Parent), Scripps Faraday Inc., a Delaware corporation and wholly owned subsidiary of Parent (Merger Sub), and BD ION Equityholder Rep LLC, a Delaware limited liability company, pursuant to which, upon the terms and conditions thereof, Merger Sub will be merged with and into ION Media (the Merger), with ION Media continuing as the surviving company and a wholly owned subsidiary of Parent.
In connection with the Merger Agreement, the Issuer has entered into an agreement with Berkshire Hathaway Inc. to provide $600 million of financing for the Merger in exchange for the Issuers Series A Preferred Shares (the Preferred Shares) and a warrant (the Warrant) to purchase approximately 23.1 million Class A Common Shares with an exercise price of $13.00 (the Investor Financing).
The closing of the Merger and the Investor Financing is subject to certain conditions, including, without limitation, obtaining the approval of the Warrant and an amendment to the Issuers articles of incorporation to establish certain terms status of the Preferred Shares (the Articles Amendment) by at least a majority of the issued and outstanding Common Voting Shares (the EWS Family Shareholder Approval).
Also on September 23, 2020, ION Media entered into a Voting Agreement (the Voting Agreement) with the Reporting Persons named on Schedule A thereto (collectively, the Stockholders). Pursuant to the Voting Agreement, among other things, each Stockholder agreed: (a) at every meeting of the Family Shareholders (as defined in the Scripps Family Agreement) (and any written consent in lieu of such meeting), to indicate that such Stockholder will vote at every meeting of the holders of Common Voting Shares and (b) at every meeting of the holders of Common Voting Shares (other than meetings of Family Shareholders) (and any written consent in lieu of such meeting), to vote, in each such case, all of such Stockholders Common Voting Shares (x) in favor of any approval required by applicable law, the Merger Agreement or the rules or regulations of NASDAQ with respect to the Investor Financing (which includes approval of the Warrant and the Articles Amendment), (y) in favor of any proposal to adjourn a meeting to solicit additional proxies in favor of any such approval, and (z) against any other action that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, frustrate the purposes of or adversely affect the ability of Parent to obtain funding under the Investor Financing or the performance by the Issuer or Parent of their respective obligations under the Investor Financing or the Merger Agreement.
Under the Voting Agreement, the Stockholders also agreed not to sell, transfer or otherwise dispose of or encumber any of the Common Voting Shares until the receipt of the EWS Family Shareholder Approval, subject to certain exceptions described in the Voting Agreement and the Scripps Family Agreement.
The Voting Agreement terminates upon the earliest of: (a) the effective time of the Merger, (b) the termination of the Merger Agreement, (c) written agreement of the parties to terminate the Voting Agreement, and (d) any amendment, waiver or other change to the terms of the Merger Agreement or the Investor Financing that is materially adverse to the Stockholders with respect to their interests in the Issuer if such adverse impact is not timely cured.
The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting Agreement, which is filed herewith as Exhibit 1 and incorporated herein by reference.
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Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of the instructions to Item 4 of Schedule 13D, although the Reporting Persons reserve the right to develop such plans or proposals.
Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
(a) Appendix B hereto sets forth (i) the number of Common Voting Shares and Class A Common Shares beneficially owned by each Reporting Person (excluding Common Shares beneficially owned by other Reporting Persons unless otherwise indicated), (ii) the aggregate number of Common Voting Shares and Class A Common Shares that may be deemed to be beneficially owned by each Reporting Person, including all Common Voting Shares subject to the Scripps Family Agreement, and (iii) the percentage of the number of outstanding Common Voting Shares and Class A Common Shares that may be deemed to be beneficially owned by each Reporting Person.
(b) Except as provided in the Scripps Family Agreement or as set forth on Appendix B, each Reporting Person has the sole power to dispose or direct the disposition of all Class A Common Shares and Common Voting Shares that such Reporting Person beneficially owned as of September 1, 2020.
The Common Voting Shares held by the Reporting Persons will be voted as instructed by a vote conducted in accordance with the procedures of Section 9 of the Scripps Family Agreement. Due to this shared voting power, the aggregate number of Common Voting Shares that may be deemed to be beneficially owned by each Reporting Person includes Common Voting Shares held by the other Reporting Persons. The 534,666 Common Voting Shares held by the co-trustees on behalf of the minor Trust Beneficiary and the 267,333 Common Voting Shares held by the Minors Trusts are not subject to the Scripps Family Agreement, and the Reporting Persons as a group do not have shared voting power with respect to these shares.
If the Scripps Family Agreement is not considered, none of the Reporting Persons currently beneficially own 5% or more of the Class A Common Shares and only the following Reporting Persons beneficially own 5% or more of the Common Voting Shares: (i) Mary Ann S. Sanchez, who beneficially owns 1,069,132 Common Voting Shares (9.0% of the outstanding Common Voting Shares), including 534,666 Common Voting Shares, which may be deemed to be beneficially owned by Ms. Sanchez as family voter and family agent of the Adam R. Scripps Trust u/a dated October 5, 1992, as restated May 6, 2009 and amended March 16, 2017, (ii) Anne La Dow, who beneficially owns 737,586 Common Voting Shares (6.2% of the outstanding Common Voting Shares), (iii) Barbara Victoria Scripps Evans, who beneficially owns 771,866 Common Voting Shares (6.5% of the outstanding Common Voting Shares), (iv) Elizabeth A. Logan and Mary McCabe Peirce, who beneficially own 801,997 and 749,999 Common Voting Shares, respectively (6.7% and 6.3% of the outstanding Common Voting Shares, respectively), including 534,666 Common Voting Shares held on behalf of the minor Trust Beneficiary as to which they may be deemed to share beneficial ownership as co-trustees and which are not subject to the Scripps Family Agreement, (v) Virginia S. Vasquez, who beneficially owns 760,521 Common Voting Shares (6.4% of the outstanding Common Voting Shares), (vi) Paul K. Scripps, who beneficially owns 753,475 Common Voting Shares (6.3% of the outstanding Common Voting Shares), (vii) Charles E. Scripps, Jr., who beneficially owns 617,315 Common Voting Shares (5.2% of the outstanding Common Voting Shares), (viii) Eaton M. Scripps, who beneficially owns 617,317 Common Voting Shares (5.2% of the outstanding Common Voting Shares), and (ix) Edward W. Scripps, Jr., who beneficially owns 617,296 Common Voting Shares (5.2% of the outstanding Common Voting Shares).
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In addition to the Common Voting Shares that are subject to the Scripps Family Agreement, the Reporting Persons beneficially own Common Shares in a variety of trusts and other entities, with multiple family members often sharing voting control and investment power as trustee, advisor or executor. As a result, many of the Common Shares shown on the cover pages hereto and in the table on Appendix B are counted more than once, as they are deemed to be beneficially owned by more than one Reporting Person.
(c) Except as described herein and on Appendix C, none of the Reporting Persons has effected any transactions in the Class A Common Shares or Common Voting Shares in the past 60 days.
(d) Inapplicable.
(e) Inapplicable.
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 of the Original Schedule 13D is hereby amended to add the following:
The information set forth in Item 4 relating to the Voting Agreement, and the transactions contemplated thereby, is hereby incorporated by reference into this Item 6. Except as set forth in this Schedule 13D, there are no other contracts, arrangements, understandings, or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to securities of the Issuer.
Item 7. | Material to be Filed as Exhibits. |
1. | Voting Agreement between ION Media Networks, Inc. and the stockholders named therein (including certain Reporting Persons), dated September 23, 2020. |
2. | Addition of Party to the Scripps Family Agreement by Adam R. Scripps Trust u/a dated October 5, 1992, as restated May 6, 2009 and recently amended March 16, 2017 and Mary Ann Sanchez, as Family Voter and Family Agent, dated August 27, 2019. |
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct and each agrees, pursuant to Rule 13d-1(k)(1)(iii), that a Joint Schedule 13D be filed on behalf of each of the undersigned in respect to the Class A Common Stock of the Issuer.
* |
* | |||
Virginia S. Vasquez
* |
Rebecca Scripps Brickner
* | |||
Edward W. Scripps, Jr.
* |
Corina S. Granado
* | |||
Jimmy R. Scripps
* |
Mary Ann S. Sanchez
* | |||
Margaret Scripps Klenzing
* |
William H. Scripps
* | |||
Marilyn J. Scripps
* |
Gerald J. Scripps
* | |||
William A. Scripps
* |
Eli W. Scripps
* | |||
Charles E. Scripps, Jr.
* |
Molly E. McCabe
ADAM R. SCRIPPS TRUST U/A DATED OCTOBER 5, 1992, AS RESTATED MAY 6, 2009 AND AMENDED MARCH 16, 2017
* | |||
Jonathan L. Scripps
* |
Miramar Fiduciary Corporation, Trustee | |||
Barbara Victoria Scripps Evans | ||||
/s/ Tracy Tunney Ward |
September 28, 2020 | |||
Tracy Tunney Ward, on behalf of Miramar Services, Inc. (Attorney-in-fact) |
|
Date |
* | Tracy Tunney Ward, by signing her name hereto, does sign this document on behalf of such person pursuant to a power of attorney executed by such person and attached to the Schedule 13D. |
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JOHN P. SCRIPPS TRUST UNDER
* |
JOHN P. SCRIPPS TRUST FBO PAUL K. SCRIPPS UNDER AGREEMENT
* | |||
Paul K. Scripps, Trustee
* |
Paul K. Scripps, Trustee
* | |||
Anne La Dow, Trustee
* |
Anne La Dow, Trustee
* | |||
Barbara Victoria Scripps Evans, Trustee
JOHN P. SCRIPPS TRUST
* |
Barbara Victoria Scripps Evans, Trustee
JOHN P. SCRIPPS TRUST UNDER AGREEMENT DATED 2/10/77 FBO BARBARA SCRIPPS EVANS
* | |||
Paul K. Scripps, Trustee
* |
Paul K. Scripps, Trustee
* | |||
Peter R. La Dow, Trustee
* |
Anne La Dow, Trustee
* | |||
Barbara Victoria Scripps Evans, Trustee
THE MARITAL TRUST OF THE LA DOW FAMILY TRUST
* |
Barbara Victoria Scripps Evans, Trustee
ANNE M. LA DOW TRUST UNDER AGREEMENT DATED 10/27/2011
* | |||
Peter R. La Dow, Trustee
THE LA DOW FAMILY TRUST UNDER AGREEMENT DATED 6/29/2004
* |
Anne La Dow, Trustee | |||
Peter R. La Dow, Trustee | ||||
/s/ Tracy Tunney Ward |
September 28, 2020 | |||
Tracy Tunney Ward, on behalf of Miramar Services, Inc. (Attorney-in-fact) |
|
Date |
* | Tracy Tunney Ward, by signing her name hereto, does sign this document on behalf of such person pursuant to a power of attorney executed by such person and attached to the Schedule 13D. |
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JOHN PETER SCRIPPS DECEMBER 20, 2013
* |
JOHN P. SCRIPPS TRUST FBO ELLEN MCRAE SCRIPPS UNDER AGREEMENT DATED 12/28/84
* | |||
John P. Scripps, Trustee
ELLEN M. SCRIPPS REVOCABLE TRUST DTD APRIL 17, 2014 |
Paul K. Scripps, Trustee
PAUL K. SCRIPPS FAMILY | |||
* |
* | |||
Ellen M. Scripps, Trustee
THOMAS S. EVANS IRREVOCABLE TRUST UNDER AGREEMENT DATED 11/13/2012
* |
|
Paul K. Scripps, Trustee
SCRIPPS FAMILY 1992 REVOCABLE TRUST, DATED 06-09-92
* | ||
Barbara Victoria Scripps Evans, Trustee | William H. Scripps, Trustee
* | |||
Kathy Scripps, Trustee | ||||
/s/ Tracy Tunney Ward |
September 28, 2020 | |||
Tracy Tunney Ward, on behalf of Miramar Services, Inc. (Attorney-in-fact) |
Date |
* | Tracy Tunney Ward, by signing her name hereto, does sign this document on behalf of such person pursuant to a power of attorney executed by such person and attached to the Schedule 13D. |
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* |
* | |||
Thomas S. Evans
* |
Douglas A. Evans
* | |||
Julia Scripps Heidt
* |
Paul K. Scripps
* | |||
J. Sebastian Scripps
* |
Peter R. La Dow
* | |||
Wendy E. Scripps
* |
Anne La Dow
* | |||
Cynthia J. Scripps
* |
|
Elizabeth A. Logan
* | ||
Mary Peirce
* |
John P. Scripps
* | |||
Eva Scripps Attal
* |
Megan Scripps Tagliaferri
* | |||
Eaton M. Scripps
* |
Kathy Scripps
* | |||
Ellen M. Scripps
* |
Wesley W. Scripps
* | |||
Careen Cardin
* |
Cody Dubuc
* | |||
R. Michael Scagliotti
* |
Sam D.F. Scripps
* | |||
Welland H. Scripps | William A. Scripps, Jr. | |||
/s/ Tracy Tunney Ward |
September 28, 2020 | |||
Tracy Tunney Ward, on behalf of Miramar Services, Inc. (Attorney-in-fact) |
Date |
* | Tracy Tunney Ward, by signing her name hereto, does sign this document on behalf of such person pursuant to a power of attorney executed by such person and attached to the Schedule 13D. |
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* |
* | |||
Kendall S. Barmonde
* |
Charles L. Barmonde
* | |||
Manuel E. Granado
* |
Geraldine Scripps Granado
* | |||
Raymundo H. Granado, Jr.
* |
Anthony S. Granado
* | |||
Ellen B. Granado
* |
Crystal Vasquez Lozano
* | |||
Elizabeth Scripps
* |
James Bryce Vasquez
* | |||
John Patrick Scripps
* |
Keon Korey Vasquez
* | |||
Peggy Scripps Evans
* |
|
Samuel Joseph Logan
* | ||
Maxwell Christopher Logan
* |
Savannah Brickner
* | |||
Monica Holcomb | Samantha Brickner | |||
/s/ Tracy Tunney Ward |
September 28, 2020 | |||
Tracy Tunney Ward, on behalf of Miramar Services, Inc. (Attorney-in-fact) |
Date |
* | Tracy Tunney Ward, by signing her name hereto, does sign this document on behalf of such person pursuant to a power of attorney executed by such person and attached to the Schedule 13D. |
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* |
* | |||
Nathaniel W. Heidt
* |
Austin S. Heidt
* | |||
Robert S. Heidt III
* |
Jessica L. Scripps
* | |||
Jenny Sue Scripps Mitchell
* |
Vanessa L. Sanchez
* | |||
Veronica E. Sanchez
* |
|
Brittany Jean Scripps | ||
Shannon Leigh Howard |
/s/ Tracy Tunney Ward |
September 28, 2020 | |
Tracy Tunney Ward, on behalf of Miramar Services, Inc. (Attorney-in-fact) |
Date |
* | Tracy Tunney Ward, by signing her name hereto, does sign this document on behalf of such person pursuant to a power of attorney executed by such person and attached to the Schedule 13D. |
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APPENDIX B
The following table sets forth as of September 1, 2020: (i) the number of Common Voting Shares and Class A Common Shares beneficially owned by each Reporting Person, excluding Common Shares beneficially owned by other Reporting Persons unless otherwise indicated, (ii) the aggregate number of Common Voting Shares and Class A Common Shares that may be deemed to be beneficially owned by each Reporting Person, including all Common Voting Shares subject to the Scripps Family Agreement, and (iii) the percentage of Common Voting Shares and Class A Common Shares that may be deemed to be beneficially owned by each Reporting Person. Except as otherwise noted in the table, each Reporting Person has (x) sole voting power (to the extent such shares are entitled to vote) with respect to the Class A Common Shares listed under column (i), (y) sole dispositive power with respect to the Common Voting Shares and Class A Common Shares listed under column (i), and (z) shared voting power with respect to the Common Voting Shares listed under column (ii).
Subject to the Scripps Family Agreement, each Common Voting Share is convertible at no cost and at any time into one Class A Common Share on a one-for-one basis. The aggregate number and percentage of Class A Common Shares (columns (ii) and (iii)) assumes the conversion of all Common Voting Shares into Class A Common Shares beneficially owned by the Reporting Person. The percentages of Common Voting Shares are based on 11,932,722 shares of the Issuers Common Voting Shares reported as outstanding as of June 30, 2020 in the Issuers Annual Report on Form 10-Q for the quarter ended June 30, 2020 (the Form 10-Q). The percentages of Class A Common Shares are based on 69,583,840 of the Issuers Class A Common Shares outstanding as of June 30, 2020, as reported in the Form 10-Q.
(i) |
(ii) |
(iii) |
||||||||||||||||
Name | Common Voting |
Class A Common Shares |
Common Voting |
Class A Common Shares |
Common Voting |
Class A Common Shares |
||||||||||||
Adam R. Scripps Trust u/a dated October 5, 1992, as restated May 6, 2009 and amended March 16, 2017 |
534,666 | 0 | 11,130,723 | 11,130,723 | 93.3% | 13.8 | % | |||||||||||
Anne La Dow (2) |
737,586 | 31,869 | 11,130,723 | 11,162,592 | 93.3% | 13.8 | % | |||||||||||
Anne M. La Dow Trust under Agreement dated 10/27/2011 |
39,552 | 3,649 | 11,130,723 | 11,134,372 | 93.3% | 13.8 | % | |||||||||||
Anthony S. Granado |
100 | 20,000 | 11,130,723 | 11,150,723 | 93.3% | 13.8 | % | |||||||||||
Austin S. Heidt |
1 | 0 | 11,130,723 | 11,130,723 | 93.3% | 13.8 | % |
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Barbara Victoria Scripps Evans (3) |
771,866 | 0 | 11,130,723 | 11,130,723 | 93.3% | 13.8 | % | |||||||||||
Brittany Jean Scripps |
10 | 0 | 11,130,723 | 11,130,723 | 93.3% | 13.8 | % | |||||||||||
Careen Cardin |
3,000 | 0 | 11,130,723 | 11,130,723 | 93.3% | 13.8 | % | |||||||||||
Charles E. Scripps, Jr. (4) |
617,315 | 811,367 | 11,130,723 | 11,942,090 | 93.3% | 14.8 | % | |||||||||||
Charles L. Barmonde (5) |
585,666 | 606,502 | 11,130,723 | 11,737,225 | 93.3% | 14.5 | % | |||||||||||
Cody Dubuc (6) |
7,000 | 0 | 11,130,723 | 11,130,723 | 93.3% | 13.8 | % | |||||||||||
Corina S. Granado (7) |
266,833 | 551,781 | 11,130,723 | 11,682,504 | 93.3% | 14.5 | % | |||||||||||
Crystal Vasquez Lozano |
100 | 66 | 11,130,723 | 11,130,789 | 93.3% | 13.8 | % | |||||||||||
Cynthia J. Scripps (8) |
267,333 | 326,735 | 11,130,723 | 11,457,458 | 93.3% | 14.2 | % | |||||||||||
Douglas A. Evans (9) |
40,884 | 0 | 11,130,723 | 11,130,723 | 93.3% | 13.8 | % | |||||||||||
Eaton M. Scripps (10) |
617,317 | 1,288,185 | 11,130,723 | 12,418,908 | 93.3% | 15.4 | % | |||||||||||
Edward W. Scripps, Jr. (11) |
617,296 | 683,915 | 11,130,723 | 11,814,638 | 93.3% | 14.6 | % | |||||||||||
Eli W. Scripps (12) |
89,111 | 103,926 | 11,130,723 | 11,234,649 | 93.3% | 13.9 | % | |||||||||||
Elizabeth A. Logan (13) |
801,997 | 980,036 | 11,130,723 | 12,110,759 | 93.3% | 15.0 | % | |||||||||||
Elizabeth Scripps |
2 | 66 | 11,130,723 | 11,130,789 | 93.3% | 13.8 | % | |||||||||||
Ellen B. Granado |
100 | 10,000 | 11,130,723 | 11,140,723 | 93.3% | 13.8 | % | |||||||||||
Ellen M. Scripps (14) |
35,412 | 66 | 11,130,723 | 11,130,789 | 93.3% | 13.8 | % | |||||||||||
Ellen M. Scripps Revocable Trust dtd April 17, 2014 |
35,412 | 66 | 11,130,723 | 11,130,789 | 93.3% | 13.8 | % | |||||||||||
Eva Scripps Attal |
273,826 | 326,735 | 11,130,723 | 11,457,458 | 93.3% | 14.2 | % | |||||||||||
Gerald J. Scripps (15) |
92,000 | 103,854 | 11,130,723 | 11,234,577 | 93.3% | 13.9 | % | |||||||||||
Geraldine Scripps Granado |
100 | 10,000 | 11,130,723 | 11,140,723 | 93.3% | 13.8 | % | |||||||||||
J. Sebastian Scripps (16) |
534,664 | 653,504 | 11,130,723 | 11,784,227 | 93.3% | 14.6 | % | |||||||||||
James Bryce Vasquez |
100 | 0 | 11,130,723 | 11,130,723 | 93.3% | 13.8 | % | |||||||||||
Jenny Sue Scripps Mitchell |
1 | 66 | 11,130,723 | 11,130,789 | 93.3% | 13.8 | % | |||||||||||
Jessica L. Hoerster |
1 | 66 | 11,130,723 | 11,130,789 | 93.3% | 13.8 | % | |||||||||||
Jimmy R. Scripps (17) |
534,664 | 653,337 | 11,130,723 | 11,784,060 | 93.3% | 14.6 | % | |||||||||||
John P. Scripps (18) |
57,931 | 66 | 11,130,723 | 11,130,789 | 93.3% | 13.8 | % | |||||||||||
John P. Scripps Trust Exempt Trust under agreement dated 2/10/77 |
32,921 | 0 | 11,130,723 | 11,130,723 | 93.3% | 13.8 | % | |||||||||||
John P. Scripps Trust under agreement dated 2/10/77 FBO Barbara Scripps Evans |
232,678 | 0 | 11,130,723 | 11,130,723 | 93.3% | 13.8 | % | |||||||||||
John P. Scripps Trust FBO Ellen McRae Scripps under agreement dated 12/28/84 |
22,520 | 0 | 11,130,723 | 11,130,723 | 93.3% | 13.8 | % |
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John P. Scripps Trust FBO Paul K. Scripps under agreement dated 2/10/77 |
232,678 | 0 | 11,130,723 | 11,130,723 | 93.3% | 13.8 | % | |||||||||||
John P. Scripps Trust under agreement dated 2/10/77 FBO Peter M. Scripps |
232,678 | 0 | 11,130,723 | 11,130,723 | 93.3% | 13.8 | % | |||||||||||
John Patrick Scripps |
1 | 466 | 11,130,723 | 11,131,189 | 93.3% | 13.8 | % | |||||||||||
John Peter Scripps 2013 Revocable Trust |
57,931 | 66 | 11,130,723 | 11,130,789 | 93.3% | 13.8 | % | |||||||||||
Jonathan L. Scripps (19) |
89,111 | 103,958 | 11,130,723 | 11,234,681 | 93.3% | 13.9 | % | |||||||||||
Julia Scripps Heidt (20) |
267,330 | 322,965 | 11,130,723 | 11,453,688 | 93.3% | 14.2 | % | |||||||||||
Kendall S. Barmonde |
1,000 | 0 | 11,130,723 | 11,130,723 | 93.3% | 13.8 | % | |||||||||||
Keon Korey Vasquez (21) |
100 | 66 | 11,130,723 | 11,130,789 | 93.3% | 13.8 | % | |||||||||||
La Dow Family Trust under agreement dated 6/29/2004 (22) |
271,237 | 0 | 11,130,723 | 11,130,723 | 93.3% | 13.8 | % | |||||||||||
Manuel E. Granado |
100 | 10,000 | 11,130,723 | 11,140,723 | 93.3% | 13.8 | % | |||||||||||
Margaret Scripps Klenzing |
267,329 | 311,978 | 11,130,723 | 11,442,701 | 93.3% | 14.2 | % | |||||||||||
Marilyn J. Scripps |
267,333 | 287,360 | 11,130,723 | 11,418,083 | 93.3% | 14.1 | % | |||||||||||
Mary Ann S. Sanchez (23) |
1,069,132 | 653,337 | 12,199,855 | 12,853,192 | 102.2% | 15.7 | % | |||||||||||
Mary Peirce (24) |
749,999 | 719,989 | 11,130,723 | 11,850,712 | 93.3% | 14.7 | % | |||||||||||
Maxwell Christopher Logan |
1 | 0 | 11,130,723 | 11,130,723 | 93.3% | 13.8 | % | |||||||||||
Megan Scripps Tagliaferri |
267,333 | 326,668 | 11,130,723 | 11,457,391 | 93.3% | 14.2 | % | |||||||||||
R. Michael Scagliotti |
267,283 | 14,048 | 11,130,723 | 11,144,771 | 93.3% | 13.8 | % | |||||||||||
Molly E. McCabe |
267,333 | 326,675 | 11,130,723 | 11,457,398 | 93.3% | 14.2 | % | |||||||||||
Monica Holcomb (previously held by The Monica Holcomb 2015 Trust) (25) |
41,278 | 16,505 | 11,130,723 | 11,147,228 | 93.3% | 13.8 | % | |||||||||||
Nathaniel W. Heidt |
1 | 0 | 11,130,723 | 11,130,723 | 93.3% | 13.8 | % | |||||||||||
Paul K. Scripps (26) |
753,475 | 130,313 | 11,130,723 | 11,261,036 | 93.3% | 14.0 | % | |||||||||||
Peggy Scripps Evans |
2 | 0 | 11,130,723 | 11,130,723 | 93.3% | 13.8 | % | |||||||||||
Peter R. La Dow (27) |
304,158 | 0 | 11,130,723 | 11,130,723 | 93.3% | 13.8 | % | |||||||||||
Raymundo H. Granado, Jr. |
100 | 10,066 | 11,130,723 | 11,140,789 | 93.3% | 13.8 | % | |||||||||||
Rebecca Scripps Brickner (28) |
267,183 | 311,976 | 11,130,723 | 11,442,699 | 93.3% | 14.2 | % | |||||||||||
Robert S. Heidt III |
1 | 0 | 11,130,723 | 11,130,723 | 93.3% | 13.8 | % | |||||||||||
Samantha J. Brickner |
50 | 66 | 11,130,723 | 11,130,789 | 93.3% | 13.8 | % | |||||||||||
Savannah Brickner (29) |
50 | 66 | 11,130,723 | 11,130,789 | 93.3% | 13.8 | % | |||||||||||
Shannon Leigh Howard |
10 | 0 | 11,130,723 | 11,130,723 | 93.3% | 13.8 | % |
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[The] Marital Trust of the La Dow Family Trust (subtrust of La Dow Family Trust) |
266,771 | 0 | 11,130,723 | 11,130,723 | 93.3% | 13.8 | % | |||||||||||
[The] Paul K. Scripps Family Revocable Trust |
0 | 130,313 | 11,130,723 | 11,261,036 | 93.3% | 14.0 | % | |||||||||||
Thomas S. Evans |
0 | 0 | 11,130,723 | 11,130,723 | 93.3% | 13.8 | % | |||||||||||
Thomas S. Evans Irrevocable Trust under agreement dated 11/13/12 |
40,911 | 0 | 11,130,723 | 11,130,723 | 93.3% | 13.8 | % | |||||||||||
Vanessa L. Sanchez |
100 | 0 | 11,130,723 | 11,130,723 | 93.3% | 13.8 | % | |||||||||||
Veronica E. Sanchez |
100 | 0 | 11,130,723 | 11,130,723 | 93.3% | 13.8 | % | |||||||||||
Virginia S. Vasquez (30) |
760,521 | 625,385 | 11,130,723 | 11,756,108 | 93.3% | 14.6 | % | |||||||||||
Wendy E. Scripps |
267,333 | 326,602 | 11,130,723 | 11,457,325 | 93.3% | 14.2 | % | |||||||||||
William A. Scripps (31) |
534,466 | 623,693 | 11,130,723 | 11,754,416 | 93.3% | 14.6 | % | |||||||||||
William H. Scripps (32) |
534,666 | 305,304 | 11,130,723 | 11,436,027 | 93.3% | 14.2 | % | |||||||||||
Kathy Scripps (33) |
534,666 | 305,304 | 11,130,723 | 11,436,027 | 93.3% | 14.2 | % | |||||||||||
Scripps Family 1992 Revocable Trust, dated 06-09-92 |
534,666 | 0 | 11,130,723 | 11,130,723 | 93.3% | 13.8 | % | |||||||||||
Sam D.F. Scripps |
1 | 0 | 11,130,723 | 11,130,723 | 93.3% | 13.8 | % | |||||||||||
Samuel Joseph Logan |
1 | 0 | 11,130,723 | 11,130,723 | 93.3% | 13.8 | % | |||||||||||
Welland H. Scripps |
1 | 0 | 11,130,723 | 11,130,723 | 93.3% | 13.8 | % | |||||||||||
Wesley W. Scripps |
100 | 66 | 11,130,723 | 11,130,789 | 93.3% | 13.8 | % | |||||||||||
William A. Scripps Jr. |
100 | 66 | 11,130,723 | 11,130,789 | 93.3% | 13.8 | % |
(1) | Except as otherwise noted, does not include (a) 534,666 Common Voting Shares, which may be deemed to be beneficially owned by Mary Peirce and Elizabeth A. Logan as co-trustees on behalf of another Trust Beneficiary who is a minor and is not a party to the Scripps Family Agreement, or (b) 267,333 Common Voting Shares, which may be deemed to be beneficially owned by Mary Ann S. Sanchez, as trust advisor to the Minors Trusts, which are not parties to the Scripps Family Agreement, and, as a result, such Common Voting Shares are not subject to the Scripps Family Agreement. |
(2) | Includes (a) 232,678 Common Voting Shares held by (i) the John P. Scripps Trust under agreement dated 2/10/77 FBO Barbara Scripps Evans, (ii) the John P. Scripps Trust FBO Paul K. Scripps under agreement dated 2/10/77, (iii) the John P. Scripps Trust under agreement dated 2/10/77 FBO Peter M. Scripps, of which the Reporting Person is a co-trustee with Barbara Victoria Scripps Evans and Paul K. Scripps, and (b) 39,552 Common Voting Shares and 3,649 Class A Common Shares held by the Anne M. La Dow Trust under Agreement dated 10/27/2011, of which the Reporting Person is trustee. Such trusts are also listed as a separate Reporting Person above. |
(3) | Includes shares held by (a)(i) the John P. Scripps Trust under agreement dated 2/10/77 FBO Barbara Scripps Evans, (ii) the John P. Scripps Trust FBO Paul K. Scripps under agreement dated 2/10/77, and (iii) the John P. Scripps Trust under agreement dated 2/10/77 FBO Peter M. Scripps, of which the Reporting Person is a co-trustee with Anne La Dow and Paul K. Scripps, (b) the John P. Scripps Trust Exempt Trust under agreement dated 2/10/77, of which the Reporting Person is a co-trustee with Peter R. La Dow and Paul K. Scripps, and (c) the Thomas S. Evans Irrevocable Trust under agreement dated 11/13/12, of which the Reporting Person is the trustee. Such trusts are also listed as separate Reporting Persons above. |
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(4) | Includes 617,315 Common Voting Shares and 706,367 Class A Common Shares held as trustee of a grantor retained annuity trust. |
(5) | Includes 534,666 Common Voting Shares held by the Barmonde McCabe Dynasty Trust dated March 12, 2020, of which the Reporting Person serves as the Family Voter with voting power over such shares. |
(6) | Common Voting Shares include 7,000 shares held by a trust of which the Reporting Person is co-trustee. |
(7) | Includes 245,861 Common Voting Shares and 260,452 Class A Common Shares held as trustee of a grantor retained annuity trust. |
(8) | Includes 267,333 Common Voting Shares and 326,735 Class A Common Shares held as trustee of a grantor retained annuity trust. |
(9) | Includes 40,884 Common Voting Shares held as trustee of the Douglas A. Evans 2017 Trust dated 8/24/2017. |
(10) | Includes 617,317 Common Voting Shares and 1,288,185 Class A Common Shares held as trustee of a grantor retained annuity trust. |
(11) | Includes 617,296 Common Voting Shares and 683,915 Class A Common Shares held as trustee of a grantor retained annuity trust. |
(12) | Includes 89,111 Common Voting Shares and 103,926 Class A Common Shares held as trustee of a grantor retained annuity trust. |
(13) | Includes: (a) 534,666 Common Voting Shares and 653,204 Class A Common Shares held as a co-trustee with Mary Peirce for the benefit of another Trust Beneficiary who is a minor and is not a party to the Scripps Family Agreement; and (b) 267,331 Common Voting Shares and 326,832 Class A Common Shares held as trustee of a grantor retained annuity trust. The Reporting Person is not bound by the Scripps Family Agreement with respect to the shares held as co-trustee with Mary Peirce. |
(14) | Consists of shares held by the Ellen M. Scripps Revocable Trust dtd April 17, 2014, of which the Reporting Person is the trustee and sole beneficiary. Such trust is also listed as a separate Reporting Person above. |
(15) | Includes 92,000 Common Voting Shares and 103,854 Class A Common Shares held as trustee of a grantor retained annuity trust. |
(16) | Includes: (a) 297,453 Common Voting Shares held as trustee of a grantor retained annuity trust; and (b) 200 Class A Common Shares held by immediate family members. |
(17) | Includes 534,664 Common Voting Shares and 653,337 Class A Common Shares held as trustee of a grantor retained annuity trust. |
(18) | Consists of shares held by the John Peter Scripps 2013 Revocable Trust dtd December 20, 2013, of which John P. Scripps is the trustee and sole beneficiary. Such trust is also listed as a separate Reporting Person above. |
(19) | Includes 89,111 Common Voting Shares and 103,958 Class A Common Shares held as trustee of a grantor retained annuity trust. |
(20) | Includes 267,330 Common Voting Shares and 312,237 Class A Common Shares held as trustee of a grantor retained annuity trust. |
(21) | Includes 66 Class A Common Shares held by Keon K. Vasquez Trust Stock Account, of which the Reporting Person is trustee. |
(22) | Includes shares held by the Survivors Trust of the La Dow Family Trust under agreement dated 6/29/2004 and the Marital Trust of the La Dow Family Trust under agreement dated 6/29/2004. The Marital Trust is also listed as a separate Reporting Person above. Peter R. La Dow is the trustee of all of these trusts. |
(23) | Includes: (a) 267,333 Common Voting Shares and 326,601 Class A Common Shares, which may be deemed to be beneficially owned by the Reporting Person, as trust advisor to the Minors Trusts, which are not parties to the Scripps Family Agreement; (b) 534,666 Common Voting Shares, which may be deemed to be beneficially owned by the Reporting Person, as family voter and family agent of the Adam R. Scripps Trust u/a dated October 5, 1992, as restated May 6, 2009 and amended March 16, 2017; and (c) 267,133 Common Voting Shares and 326,736 Class A Common Shares held as trustee of a grantor retained annuity trust. The Reporting Person is not bound by the Scripps Family Agreement with respect to the shares held as trust advisor to the Minors Trusts. |
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CUSIP No. 811054402
(24) | Includes: (a) 534,666 Common Voting Shares and 653,204 Class A Common Shares held as a co-trustee with Elizabeth A. Logan for the benefit of another Trust Beneficiary who is a minor and is not a party to the Scripps Family Agreement; and (b) 215,333 Common Voting Shares and 66,785 Class A Common Shares held as trustee of a grantor retained annuity trust. The Reporting Person is not bound by the Scripps Family Agreement with respect to the shares held as co-trustee with Elizabeth A. Logan. |
(25) | Includes 41,128 Common Voting Shares and 16,505 Class A Common Shares held by RPS Jr. Irrevocable Trust fbo Monica Holcomb, of which the Reporting Person is the beneficiary and has voting and investment power over such shares. |
(26) | Class A Common Shares and Common Voting Shares include shares held by (a)(i) the John P. Scripps Trust under agreement dated 2/10/77 FBO Barbara Scripps Evans, (ii) the John P. Scripps Trust FBO Paul K. Scripps under agreement dated 2/10/77, and (iii) John P. Scripps Trust under agreement dated 2/10/77 FBO Peter M. Scripps, of which the Reporting Person is a co-trustee with Ms. Evans and Ms. La Dow, (b) the John P. Scripps Trust Exempt Trust under agreement dated 2/10/77, of which the Reporting Person is a co-trustee with Ms. Evans and Mr. La Dow, and (c)(i) the John P. Scripps FBO Ellen McRae Scripps under agreement dated 12/28/1984 and (ii) the Paul K. Scripps Family Revocable Trust U/A dated 2/7/1994, of which the Reporting Person is trustee. Such trusts are also listed as separate Reporting Persons above. |
(27) | Includes shares held by (a) the John P. Scripps Trust Exempt Trust under agreement dated 2/10/77, of which the Reporting Person is a co-trustee with Ms. Evans and Mr. P. K. Scripps, and (b)(i) the Marital Trust of the La Dow Family Trust, and (ii) the La Dow Family Trust under agreement dated 6/29/2004 (excluding shares already accounted for held in the Marital Trust of the La Dow Family Trust), of which the Reporting Person is the trustee. Such trusts are also listed as separate Reporting Persons above. |
(28) | Includes 267,183 Common Voting Shares and 311,976 Class A Common Shares held as trustee of a grantor retained annuity trust. |
(29) | Class A Common Shares include 66 shares held by the Savannah M. Brickner Trust that the Reporting Person is deemed to beneficially own. |
(30) | Includes 493,538 Common Voting Shares and 313,599 Class A Common shares held as trust advisor to various trusts that received distributions from the Estate of Robert P. Scripps, Jr. |
(31) | Includes 534,466 Common Voting Shares and 623,693 Class A Common Shares held as trustee of a grantor retained annuity trust. |
(32) | Includes 534,666 Common Voting Shares held in The Scripps Family 1992 Revocable Trust, dated 06-09-92, of which the Reporting Person and Kathy Scripps, his wife, are co-trustees; however, Kathy Scripps does not have power to vote the Common Voting Shares but may be deemed to have such power due to the Reporting Persons voting power. Such trust is also listed as a separate Reporting Person above. Class A Common Shares also includes 304,904 shares held by a charitable foundation over which the Reporting Person may be deemed to share control. |
(33) | Includes 534,666 Common Voting Shares held in The Scripps Family 1992 Revocable Trust, dated 06-09-92, of which the Reporting Person and William H. Scripps, her husband, are co-trustees. The Reporting Person does not have voting power over the Common Voting Shares, but may be deemed to have such power due to William H. Scripps voting power. The Scripps Family 1992 Revocable Trust, dated 06-09-92 is also listed as a separate Reporting Person above. Class A Common Shares also include: (a) 400 shares held directly by William H. Scripps, her husband; and (b) 304,904 shares held by a charitable foundation over which the Reporting Person may be deemed to share control. |
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APPENDIX C
For each Reporting Person listed below, the following table sets forth information regarding transactions in the Common Voting Shares and Class A Common Shares during the 60 days ended September 1, 2020, including the aggregate number of shares acquired or disposed of, the amount and source of the funds (if applicable), if any such funds were borrowed, a description of the transaction and the parties thereto, the date of the transaction, the price per share and where and how the transaction was effected.
Name |
Number and Type of Common Shares Acquired or Disposed (as noted) |
Date |
Amount of Funds |
Price Per Share |
Where and How
the |
Source of Funds |
Description of Borrowing Transaction | |||||||
Corina S. Granado |
245,861 Common Voting Shares (no effect)) |
July 10, 2020 | n/a | n/a | contribution to self-trusteed GRAT | n/a | n/a | |||||||
Corina S. Granado |
260,452 Class A Common Shares (no effect) | July 10, 2020 | n/a | n/a | contribution to self-trusteed GRAT | n/a | n/a | |||||||
J. Sebastian Scripps |
297,353 Class A Common Shares (no effect) |
August 17, 2020 | n/a | n/a | GRAT annuity | n/a | n/a |
-99-
Exhibit 1
VOTING AGREEMENT
This VOTING AGREEMENT, is made and entered into as of September 23, 2020 (this Agreement), by and among the stockholders listed on the signature page(s) hereto (collectively, the Stockholders and each individually, a Stockholder), and ION Media Networks, Inc., a Delaware corporation (ION or the Company).
RECITALS
WHEREAS, as of the date hereof, each Stockholder is the Beneficial Owner of the number of Common Voting Shares set forth opposite such Stockholders name on Schedule A hereto (together with such additional Common Voting Shares that become Beneficially Owned by such Stockholder, whether upon the exercise of options, conversion of convertible securities or otherwise, after the date hereof until the Expiration Date, the Subject Shares).
WHEREAS, concurrently with the execution of this Agreement, ION, The E.W. Scripps Company, an Ohio corporation (EWS), Scripps Media, Inc., a Delaware corporation (Parent), Scripps Faraday Inc., a Delaware corporation (Merger Sub) and a wholly owned subsidiary of Parent, and certain other parties are entering into an Agreement and Plan of Merger, dated as of the date hereof (the Merger Agreement), pursuant to which, upon the terms and subject to the conditions thereof, Merger Sub will be merged with and into ION (the Merger), with ION continuing as the Surviving Company.
WHEREAS, in connection with the Investor Financing, EWS has agreed to issue to the Investor a warrant to purchase Class A Common Shares, on and subject to the terms contained therein.
WHEREAS, the obligation of ION to consummate the Merger and the other transactions contemplated by the Merger Agreement is subject to the EWS Shareholder Approval having been obtained.
WHEREAS, as a condition and inducement to the willingness of ION to enter into the Merger Agreement, ION has required that the Stockholders enter into this Agreement, and the Stockholders desire to enter into this Agreement to induce ION to enter into the Merger Agreement.
WHEREAS, the affirmative vote of at least a majority of the issued and outstanding Common Voting Shares is required to approve the Investor Financing.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereby agree, severally and not jointly, as follows:
1. Voting of Subject Shares.
(a) Family Shareholder Meetings. From the period commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, at every meeting of the Family Shareholders (as defined in the Amended and Restated Scripps Family Agreement, dated May 19, 2015, as amended on March 29, 2017 (the Family Agreement)), called with respect to any of the following, and at every adjournment or postponement thereof, and in connection with any written consent of the EWS Family Shareholders, each Stockholder irrevocably and unconditionally agrees to:
(i) appear at each such meeting or otherwise cause all of such Stockholders Subject Shares to be counted as present thereat for purposes of calculating a quorum (to the extent such quorum is related to the matters set forth in clauses (ii) and (iii) below);
(ii) indicate that such Stockholder will vote all of such Stockholders Subject Shares in accordance with Section 1(b); and
(iii) vote (or cause to be voted), in person or by proxy, or if applicable deliver (or cause
to be delivered) a written consent covering, all of such Stockholders Subject Shares against any other action, agreement or transaction that is intended to, or would reasonably be expected to impede, interfere with, delay, postpone, frustrate the purposes of or adversely affect the ability of Parent to obtain funding under the Investor Financing or the performance by EWS or Parent of their respective obligations under the Investor Financing or the Merger Agreement, including any action, agreement or transaction that would reasonably be expected to result in any condition to the consummation of the Investor Financing or the Merger Agreement not being satisfied.
(b) EWS Shareholder Meetings. From the period commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, at every meeting of the holders of EWS Shares (other than, for the avoidance of doubt, meetings of Family Shareholders, which shall be subject to Section 1(a) and not this Section 1(b)) and at every adjournment or postponement thereof, and in connection with any written consent of the EWS Shareholders, each Stockholder irrevocably and unconditionally agrees to:
(i) appear at each such meeting or otherwise cause all of such Stockholders Subject Shares to be counted as present thereat for purposes of calculating a quorum (to the extent such quorum is related to the matters set forth in clause (ii) below); and
(ii) vote (or cause to be voted), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent covering, all of such Stockholders Subject Shares (A) in favor of any approval required by applicable Law, the Merger Agreement or the rules or regulations of NASDAQ, in each case of this clause (A), solely with respect to the Investor Financing, (B) in favor of any proposal to adjourn a meeting to solicit additional proxies in favor of any approval required by applicable Law, the Merger Agreement or the rules or regulations of NASDAQ, in each case of this clause (B), solely with respect to the Investor Financing, and (C) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, frustrate the purposes of or adversely affect the ability of Parent to obtain funding under the Investor Financing or the performance by EWS or Parent of their respective obligations under the Investor Financing or the Merger Agreement, including any action, agreement or transaction that would reasonably be expected to result in any condition to the consummation of the Investor Financing or the Merger Agreement not being satisfied.
(c) Any vote required to be cast or consent required to be executed pursuant to this Section 1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent.
2. Transfer of Subject Shares. Each Stockholder agrees that, from and after the date of this Agreement until the receipt of the EWS Shareholder Approval, such Stockholder will not, directly or indirectly, including by operation of law or otherwise, sell, transfer, distribute, pledge, hypothecate, donate, assign, appoint or otherwise dispose of or encumber (Transfer) any of such Stockholders Subject Shares, except in accordance with Section 7(a)(i) or 7(a)(ii) of the Family Agreement; provided, that any transferee of Subject Shares must enter into a joinder to this Agreement agreeing to be bound by this Agreement (in a form reasonably agreed by the Company in writing) concurrently with and as a condition to effectiveness of any such Transfer. Any Transfer or purported Transfer in violation of this provision shall be null and void ab initio.
3. Additional Covenants.
(a) Further Assurances. From time to time and without additional consideration, each Stockholder shall execute and deliver, or cause to be executed and delivered, such additional instruments, and shall take such further actions, as are reasonably necessary in order to perform his, her or its obligations under this Agreement.
(b) Stock Dividends, etc. In the event of a stock split, stock dividend or distribution, or any change in the EWS Shares by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, reincorporation, exchange of shares or the like, the terms EWS Shares and Subject Shares shall
2
be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into which or for which any or all of such shares may be changed or exchanged or which are received in such transaction.
(c) Notice of Acquisitions. Each Stockholder hereby agrees to notify ION in writing as promptly as practicable of the number of any additional EWS Shares or other voting securities of EWS of which such Stockholder acquires Beneficial Ownership on or after the date hereof; provided that any timely filing with the SEC by such Stockholder pursuant to Section 13 or Section 16 of the Exchange Act reporting any such acquisition shall constitute notice with respect to this Section 3(c).
(d) Disclosure. The initial press release with respect to the Merger by ION, to the extent it references any Stockholder or any other Family Shareholder (as defined in the Family Agreement), shall be approved in advance by the Family Council (as defined in the Family Agreement), such approval not to be unreasonably withheld, conditioned or delayed. Thereafter, except to the extent required by applicable Law and the regulations of any national securities exchange or interdealer quotation system, ION shall not make any public announcement that references any Stockholder or any other Family Shareholder (as defined in the Family Agreement) relating to this Agreement or the Merger Agreement without the consent of the Family Council (such consent not to be unreasonably withheld, conditioned or delayed); provided, that ION may, without obtaining such consent, make any public statement that is consistent with public statements previously approved in accordance with this paragraph. Subject to reasonable prior notice and approval of the Family Council (such approval not to be unreasonably withheld, conditioned or delayed), each Stockholder hereby authorizes ION to publish and disclose in any announcement or disclosure required by the SEC, such Stockholders identity and ownership of such Stockholders Subject Shares and the nature of such Stockholders obligations under this Agreement. Except to the extent required by applicable Law and the regulations of any national securities exchange or interdealer quotation system, no Stockholder shall make any public announcement that references ION, Black Diamond Capital Management, L.L.C. or their respective Affiliates related to this Agreement or the Merger Agreement without the consent of ION and Black Diamond Capital Management, L.L.C. (such consent not to be unreasonably withheld, conditioned or delayed).
(e) No Inconsistent Agreements. No Stockholder shall (i) amend or waive his, her or its rights under the Family Agreement in any manner or (ii) enter into any agreement or take or fail to take any action, in each case of clauses (i) and (ii), that would (individually or in the aggregate with such amendments, waivers, entry into agreements or taking or failing to take any such actions by any or all other Stockholders party hereto) prevent, impair or delay the obtaining of the EWS Shareholder Approval as provided in Section 1 hereof and as contemplated by the Merger Agreement.
(f) Litigation. Each Stockholder agrees not to commence, join in, facilitate, assist or encourage any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors or representatives (i) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement, (ii) prior to the Effective Time, alleging a breach of any fiduciary duty of any Person in connection with the evaluation, negotiation or entry into the Investor Financing, or (iii) prior to the Effective Time, otherwise relating to the Investor Financing, this Agreement or other transactions contemplated by the Investor Financing, the Merger Agreement or this Agreement; provided, nothing in this Section 3(f) shall limit a Stockholders right to defend himself, herself or itself in litigation in which such Stockholder is a defendant or to enforce the terms of this Agreement.
4. Representations and Warranties of each Stockholder. Each Stockholder on his, her or its own behalf hereby represents and warrants as of the date hereof to ION, severally and not jointly, with respect to such Stockholder and such Stockholders Beneficial Ownership of the Subject Shares, as follows (except, in each case, as would not (individually or in the aggregate with any inaccuracies of the representations and warranties made by the other Stockholders party hereto) prevent, impair or delay the obtaining of the EWS Shareholder Approval as provided in Section 1 hereof and as contemplated by the Merger Agreement):
3
(a) Authority. Such Stockholder has (i) if such Stockholder is not a natural person, all requisite power and authority and is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and (ii) if such Stockholder is a natural person, full legal capacity, right and authority, in each case, to enter into this Agreement and to perform all of such Stockholders obligations hereunder. This Agreement has been duly authorized (if such Stockholder is not a natural person), executed and delivered by such Stockholder and constitutes the legal, valid and binding obligation of such Stockholder enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors rights generally and by general equitable principles. If such Stockholder is a trust, the trustee is duly authorized to execute and deliver this Agreement and consummate the transactions contemplated hereby, and any directions or prior consents that the trustee is required to obtain pursuant to the terms of the governing trust instrument have been obtained. Other than as may be provided for in the Merger Agreement and any filings by such Stockholder on Schedule 13-D or otherwise as required by the SEC, the execution, delivery and performance by such Stockholder of this Agreement does not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity.
(b) No Conflicts. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance with the terms hereof, will (i) if such Stockholder is not a natural person, violate any provision of the certificate of incorporation, bylaws, or other organizational or governing documents of such Stockholder, (ii) conflict with or violate any applicable Law applicable to such Stockholder or (iii) violate, conflict with or result in a breach of, or constitute a default (with or without notice or lapse of time or both) under any provision of any trust agreement or other agreement (including the Family Agreement), judgement, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder.
(c) The Subject Shares. Such Stockholder is the Beneficial Owner of, or is a trust or estate that is the Beneficial Owner of and whose beneficiaries are the beneficial owners (not within the meaning of Rule 13d-3 promulgated under the Exchange Act, but rather, pursuant to the common law regarding beneficial interests in trusts) of, and has good and marketable title to, the Subject Shares set forth opposite such Stockholders name on Schedule A hereto, free and clear of any and all security interests, liens, encumbrances, equities, claims, options or limitations of whatever nature (including any restriction on the right to vote, sell or otherwise dispose of such Subject Shares), other than (i) rights held by a third party to direct the vote of Subject Shares held by a trust, in which case the direction of such other party has been obtained prior to the execution of this Agreement and such direction shall not be revoked or is not required under the terms of such trust (such that such shares are bound by this Agreement, including the obligations in Section 1), (ii) as provided in the Family Agreement and (iii) under applicable securities laws. Such Stockholder does not Beneficially Own any Common Voting Shares other than the Subject Shares set forth opposite such Stockholders name on Schedule A hereto (except that such Stockholder may be deemed to Beneficially Own Subject Shares owned by other Stockholders subject to this Agreement and as otherwise noted on Schedule A). Subject to the terms of the Family Agreement, such Stockholder has and will have at all times from the date hereof through the Expiration Date (except to the extent such Subject Shares are Transferred after the date hereof pursuant to Section 2) the sole (or shared with other Stockholders) right to vote or direct the vote of (including through a revocable proxy or otherwise, which proxy to vote such Subject Shares in compliance with this Agreement shall not be revoked unless such shares are otherwise subject to this Agreement, or has granted a proxy to one or more other Stockholders to vote such Subject Shares solely in accordance with this Agreement) such Subject Shares with respect to the matters set forth in Section 1 hereof and all of the matters set forth in this Agreement, in each case with respect to all of such Stockholders Subject Shares (it being understood that if such Stockholder is a trust, such Subject Shares are bound by this Agreement pursuant to clause (c)(i) above). Except for the Family Agreement and any proxies referenced in the foregoing sentence, none of such Stockholders Subject Shares are subject to any agreement, arrangement or restriction with respect to the voting of such Subject Shares. Except for the Family Agreement, (i) there are no agreements or arrangements of any kind, contingent or otherwise, obligating such Stockholder to Transfer, or cause to be Transferred, any of the Subject Shares set forth opposite such Stockholders name on Schedule A hereto (other than a Transfer from one Stockholder to another Stockholder; provided, that any such transferee and any such transferred Subject Shares remain bound by this Agreement in all respects and provide written notice to ION of any such Transfer) and (ii) no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Subject Shares.
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(d) Reliance by ION. Such Stockholder understands and acknowledges that ION is entering into the Merger Agreement in reliance upon such Stockholders execution and delivery of this Agreement.
(e) Litigation. As of the date hereof, to the knowledge of such Stockholder, there is no action, litigation, proceeding or investigation pending or threatened against such Stockholder or the assets or properties of such Stockholder that questions or challenges the validity of this Agreement, questions or challenges any action taken or to be taken by such Stockholder in connection with this Agreement.
5. Representations and Warranties of ION. ION represents and warrants to the Stockholders as follows: (a) ION is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to execute and deliver this Agreement, (b) the execution and delivery of this Agreement has been duly and validly authorized by the board of directors and, no other corporate proceedings on the part of ION are necessary to authorize the execution, delivery and performance of this Agreement by ION, and (c) this Agreement constitutes the legal, valid and binding obligation of ION enforceable against ION in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors rights generally and by general equitable principles.
6. Stockholder Capacity. No Person executing this Agreement who is or becomes during the term hereof a director or officer of EWS shall be deemed to make any agreement or understanding in this Agreement in such Persons capacity as a director or officer. Each Stockholder is entering into this Agreement solely in such Stockholders capacity as the record holder or Beneficial Owner of, or as a trust whose beneficiaries are the beneficial owners (not within the meaning of Rule 13d-3 promulgated under the Exchange Act, but rather, pursuant to the common law regarding beneficial interests in trusts) of, Subject Shares, and nothing herein shall limit or affect any actions taken (or any failures to act) by any Stockholder in such Stockholders capacity as a director or officer of EWS. The taking of any actions (or any failures to act) by a Stockholder (including voting on matters put to such board or any committee thereof, influencing officers, employees, agents, management or the other directors of EWS and taking any action or making any statement at any meeting of such board or any committee thereof) in such Stockholders capacity as a director or officer of EWS shall not be deemed to constitute a breach of this Agreement.
7. Certain Definitions.
(a) Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement.
(b) Beneficial Ownership and related terms such as Beneficially Owned or Beneficial Owner have the meaning given such terms in Rule 13d-3 under the Exchange Act, and the rules and regulations promulgated thereunder, as in effect from time to time (without giving effect to the limiting phrase within sixty days set forth in Rule 13d-3(d)(1)(i)), except that such definition shall not include any shares that a Stockholder may become the Beneficial Owner of by virtue of being a beneficiary, contingent beneficiary or successor trustee of a trust or estate, pursuant to the laws of descent and distribution, or any other contingent interest outside of such Stockholders control; provided, that ION shall not be deemed to be the Beneficial Owner of the Subject Shares by virtue of this Agreement.
(c) Class A Common Shares means the Class A Common Shares, $0.01 par value per share, of EWS.
(d) Common Voting Shares means the Common Voting Shares, $0.01 par value, per share, of EWS.
(e) EWS Shares means, collectively, Class A Common Shares and Common Voting Shares.
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(f) Investor Financing means the Investor Financing (as defined in the Merger Agreement) to be provided by Berkshire Hathaway Inc., an affiliate of Berkshire Hathaway (including, for purposes of this Agreement, the Certificate of Amendment to Articles of Incorporation, the issuance of Class A Common Shares pursuant to the Warrant (as defined in the Investor Agreement) and the issuance of any Class A Common Shares that may be issued as a dividend on the Warrant Shares (as defined in the Investor Agreement).
8. Termination. This Agreement shall automatically terminate without further action upon the earliest to occur (the Expiration Date) of (a) the Effective Time, (b) the termination of the Merger Agreement in accordance with its terms, (c) the written agreement of each Stockholder and ION to terminate this Agreement, (d) any amendment, modification, waiver or other change to any provision of the Merger Agreement, as in effect on the date hereof, that is materially adverse to the Stockholders with respect to their equity interests in EWS, and (e) any amendment, modification, waiver or other change to any provision of the Investor Financing (including the terms of any Purchased Securities (as defined in the Investor Agreement)), as in effect on the date hereof, that is materially adverse to the Stockholders with respect to their equity interests in EWS; provided, in the event a Stockholder believes that any amendment, modification, waiver or other change contemplated by clause (d) or (e) has terminated this Agreement, the Stockholder shall provide written notice to Parent and ION of such belief and the parties to the Merger Agreement shall have five (5) days to cure such amendment, modification, waiver or other change and, if timely cured, this Agreement shall remain in full force and effect; provided, further, in no event shall any Stockholder be required to comply with Section 1 unless and until such amendment, modification, waiver or other change is timely cured. At any time, ION and any Stockholder may mutually agree in writing to terminate this Agreement with respect to such Stockholder and, if so agreed, neither such Stockholder nor ION shall have any further obligations under this Agreement to the other party; provided, however, that nothing in this Section 8 shall relieve any Stockholder from liability for any breach of any representation, warranty, covenant or other agreement contained in this Agreement prior to its termination, in which case the Company shall be entitled to all rights and remedies available at law or in equity. Notwithstanding anything to the contrary contained herein, without derogation to any requirement under Law, the Merger Agreement or the rules or regulations of NASDAQ, the termination of this Agreement does not impact any EWS Shareholder Approval that has already been obtained as of such termination.
9. Specific Performance. Each Stockholder acknowledges and agrees that (a) the covenants, obligations and agreements contained in this Agreement relate to special, unique and extraordinary matters, (b) ION is relying on such covenants in connection with entering into the Merger Agreement and (c) a violation of any of the terms of such covenants, obligations or agreements will cause ION irreparable injury for which adequate remedies are not available at law and for which monetary damages are not readily ascertainable Accordingly, each Stockholder hereto also agrees that, in the event of any breach or threatened breach of the provisions of this Agreement by such Stockholder, the Company shall be entitled to equitable relief without the requirement of proof of actual damages or the posting a bond or other security, including in the form of injunctions and orders for specific performance. Any and all remedies herein expressly conferred upon the Company will be deemed cumulative with and not exclusive of any other remedy available under this Agreement, or by law or equity upon the Company, and the exercise by the Company of any one remedy will not preclude the exercise of any other remedy. Each Stockholder hereby agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Agreement by any Stockholder, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the respective covenants and obligations of the parties under this Agreement.
10. Governing Law and Venue; Waiver of Jury Trial.
(a) This Agreement shall be governed by the laws of the State of Delaware, its rules of conflict of laws notwithstanding. Each party hereby agrees and consents to be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware in and for New Castle County, or if the Court of Chancery lacks jurisdiction over such dispute, in any state or federal court having jurisdiction over the matter situated in New Castle County, Delaware, in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby. Each party hereby irrevocably consents to the service of any and all process in any such suit, action or proceeding by the delivery of
6
such process to such party at the address and in the manner provided in Section 15 hereof. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Court of Chancery of the State of Delaware in and for New Castle County, or if the Court of Chancery lacks jurisdiction over such dispute, in any state or federal court having jurisdiction over the matter situated in New Castle County, Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.
(b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.
11. Modification or Amendment. This Agreement may only be amended, modified or supplemented in writing (a) by an instrument signed by ION and each Stockholder or (b) or, solely as between ION and any Stockholder, by an instrument signed by ION and such Stockholder (which amendment shall, in the case of this clause (b), only be effective as to ION and such applicable Stockholder).
12. Waivers. Any provision of this Agreement may be waived if, and only if, such waiver is in writing and signed by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Except as otherwise herein provided, the rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.
13. Assignment. This Agreement shall not be assignable by operation of Law or otherwise; provided, however, that ION may consent (in its sole discretion) to an assignment of this agreement by any Stockholder. Any assignment in contravention of the preceding sentence shall be null and void ab initio.
14. No Third-Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and its respective successors and permitted assigns, no provision of this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
15. Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date delivered, if delivered personally, on the third (3rd) Business Day after being mailed by registered or certified mail (postage prepaid, return receipt requested) or on the next Business Day after being sent by reputable overnight courier (delivery prepaid), in each case, to the parties at the following addresses, or on the date sent by electronic transmission (if between 9:00 am and 6:00 pm ET on a Business Day, or, if after 6:00 pm ET on a Business Day or if not on a Business Day, the next Business Day), to the email address specified below (or at such other address or email address for a party as shall be specified by notice given in accordance with this Section) (provided, that the sending party does not receive an automatically generated message from the recipients e-mail server that such e-mail could not be delivered to such recipient):
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(a) | if to ION to: |
ION Media Networks, Inc.
601 Clearwater Park Road
West Palm Beach, Florida 33401
Attention: General Counsel
Email: IONlegal@ionmedia.com
with a copy (which shall not constitute notice) to:
Skadden, Arps, Slate, Meagher & Flom LLP
155 N. Wacker Dr., Suite 2700
Chicago, Illinois 60606
Attention: Kimberly deBeers
Email: kimberly.debeers@skadden.com
(b) | if to any Stockholder to: |
c/o Miramar Services, Inc.
250 Grandview Drive, Ste 400
Ft. Mitchell, KY 41017-5634
Attention: |
Cara Hurak | |
Tracy Ward | ||
Fax: |
859-655-4545 | |
Email: |
Cara.Hurak@msiky.com | |
Tracy.Ward@msiky.com |
with a copy (which shall not constitute notice) to:
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
Attention: |
Peter Martelli, P.C. | |
Andrew Kimball | ||
Fax: |
212-446-4900 | |
Email: |
peter.martelli@kirkland.com | |
andrew.kimball@kirkland.com |
16. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any term or other provision of this Agreement, or any portion thereof, is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms and provisions of this Agreement, or the remaining portion thereof, shall nevertheless remain in full force and effect. Upon such determination that any such term or other provision, or any portion thereof, is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the obligations contemplated hereby are fulfilled to the fullest extent possible.
17. Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings among the parties with respect thereto.
18. Headings. The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
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19. Counterparts; Effectiveness. This Agreement may be executed in any number of counterparts, including by means of facsimile or by e-mail delivery of a .pdf format data file, each of which when executed shall be deemed to be an original copy of this Agreement and all of which taken together shall constitute one and the same agreement.
20. No Ownership Interests. Nothing contained in this Agreement shall be deemed to vest in ION any direct or indirect ownership or incidence of ownership of or with respect to any Subject Shares. All rights, ownership and economic benefits of and relating to the Subject Shares shall remain vested in and belong to the applicable Stockholder. Nothing in this Agreement shall be interpreted as creating or forming a group with any other Person, including ION, for the purposes of Rule 13d-5(b)(1) of the Exchange Act or for any other similar provision of applicable Law.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
ION MEDIA NETWORKS, INC. | ||||
By: | /s/ David A. Christman | |||
Name: | David A. Christman | |||
Title: | Executive Vice President and General Counsel |
[Signature Page to Voting Agreement]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
Adam R. Scripps Trust, dated October 5, 1992, as thereafter amended and restated | ||||
BY: | Miramar Fiduciary Corporation, as Trustee | |||
By: | /s/ Paul D. Quandt | |||
Name: | Paul D. Quandt, | |||
Title: | Secretary & Senior Trust Officer | |||
Anne M. La Dow Trust under Agreement dated October 27, 2011 | ||||
By: | /s/ Anne M. La Dow | |||
Name: | Anne M. La Dow | |||
Title: | Trustee | |||
/s/ Austin Scripps Heidt | ||||
Austin Scripps Heidt | ||||
John P. Scripps Trust f/b/o Barbara Scripps Evans, created under agreement dated February 10, 1977 | ||||
By: | /s/ Anne M. La Dow | |||
Name: | Anne M. La Dow | |||
Title: | Co-Trustee | |||
By: | /s/ Paul K. Scripps | |||
Name: | Paul K. Scripps | |||
Title: | Co-Trustee | |||
John P. Scripps Trust f/b/o Paul K. Scripps, created under agreement dated February 10, 1977 | ||||
By: | /s/ Anne M. La Dow | |||
Name: | Anne M. La Dow | |||
Title: | Co-Trustee |
[Signature Page to Voting Agreement]
By: | /s/ Paul K. Scripps | |||
Name: | Paul K. Scripps | |||
Title: | Co-Trustee | |||
John P. Scripps Trust f/b/o Peter M. Scripps, created under agreement dated February 10, 1977 | ||||
By: | /s/ Anne M. La Dow | |||
Name: | Anne M. La Dow | |||
Title: | Co-Trustee | |||
By: | /s/ Paul K. Scripps | |||
Name: | Paul K. Scripps | |||
Title: | Co-Trustee | |||
John P. Scripps Trust Exempt Trust, created under agreement dated February 10, 1977 | ||||
By: | /s/ Anne M. La Dow | |||
Name: | Anne M. La Dow | |||
Title: | Co-Trustee | |||
By: | /s/ Paul K. Scripps | |||
Name: | Paul K. Scripps | |||
Title: | Co-Trustee | |||
Barmonde McCabe Dynasty Trust, dated March 12, 2020 | ||||
By: | Miramar Fiduciary Corporation, as Trustee | |||
By: | /s/ Paul D. Quandt | |||
Name: | Paul D. Quandt, | |||
Title: | Secretary & Senior Trust Officer | |||
/s/ Brittany J. Scripps | ||||
Brittany J. Scripps |
[Signature Page to Voting Agreement]
/s/ Charles L. Barmonde | ||||
Charles L. Barmonde | ||||
CES Two-Year (6/2/20) SSP GRAT | ||||
By: | /s/ Charles E. Scripps, Jr. | |||
Name: | Charles E. Scripps, Jr. | |||
Title: | Trustee | |||
Cody V. DuBuc Trust, dated March 1, 2016 | ||||
By: | /s/ Cody V. DuBuc | |||
Name: | Cody V. DuBuc | |||
Title: | Co-Trustee | |||
By: | /s/ Molly E. DuBuc | |||
Name: | Molly E. DuBuc (f/k/a Molly E. Ezen) | |||
Title: | Co-Trustee | |||
CSG Two-Year (7/10/20) SSP GRAT | ||||
By: | /s/ Corina S. Granado | |||
Name: | Corina S. Granado | |||
Title: | Trustee | |||
Corina S. Granado Trust, dated October 6, 1992, as thereafter amended or restated | ||||
By: | /s/ Corina S. Granado | |||
Name: | Corina S. Granado | |||
Title: | Trustee | |||
CJS Two-Year (6/2/20) SSP GRAT | ||||
By: | /s/ Cynthia J. Scripps | |||
Name: | Cynthia J. Scripps | |||
Title: | Trustee |
[Signature Page to Voting Agreement]
Douglas A. Evans 2017 Trust dated August 24, 2017 | ||||
By: | /s/ Douglas A. Evans | |||
Name: | Douglas A. Evans | |||
Title: | Trustee | |||
EMS Two-Year (6/2/20) SSP GRAT | ||||
By: | /s/ Eaton M. Scripps | |||
Name: | Eaton M. Scripps | |||
Title: | Trustee | |||
EWS Jr. Two-Year (6/2/20) SSP GRAT | ||||
By: | /s/ Edward W. Scripps, Jr. | |||
Name: | Edward W. Scripps, Jr. | |||
Title: | Trustee | |||
ELI Two-Year (6/2/20) SSP GRAT | ||||
By: | /s/ Eli W. Scripps | |||
Name: | Eli W. Scripps | |||
Title: | Trustee | |||
EAL Two-Year (6/2/20) SSP GRAT | ||||
By: | /s/ Elizabeth A. Logan | |||
Name: | Elizabeth A. Logan | |||
Title: | Trustee | |||
/s/ Elizabeth Scripps | ||||
Elizabeth Scripps | ||||
Ellen M. Scripps Revocable Trust, dated April 17, 2014, as thereafter amended or restated (f/k/a The Ellen M. Scripps Kaheny Revocable Trust) |
[Signature Page to Voting Agreement]
By: | /s/ Ellen M. Scripps | |||
Name: | Ellen M. Scripps | |||
Title: | Trustee | |||
/s/ Eva Scripps Attal | ||||
Eva Scripps Attal (a/k/a Eve Scripps Attal) | ||||
GJS Two-Year (6/2/20) SSP GRAT | ||||
By: | /s/ Gerald J. Scripps | |||
Name: | Gerald J. Scripps | |||
Title: | Trustee | |||
J. Sebastian Scripps 2016 Amended and Restated Revocable Trust, dated 2/3/2016 (f/k/a J. Sebastian Scripps 2008 Revocable Trust, dated December 12, 2008, a/k/a J. Sebastian Scripps Revocable Trust) | ||||
By: | /s/ J. Sebastian Scripps | |||
Name: | J. Sebastian Scripps | |||
Title: | Trustee | |||
/s/ Jessica L. Hoerster | ||||
Jessica L. Scripps (n/k/a Jessica L. Hoerster) | ||||
JRS Two-Year (6/4/20) SSP GRAT | ||||
By: | /s/ Jimmy R. Scripps | |||
Name: | Jimmy R. Scripps | |||
Title: | Trustee | |||
John Peter Scripps 2013 Revocable Trust, dated December 20, 2013 | ||||
By: | /s/ John P. Scripps | |||
Name: | John P. Scripps | |||
Title: | Trustee |
[Signature Page to Voting Agreement]
/s/ John Patrick Scripps | ||||
John Patrick Scripps | ||||
JLS Two-Year (6/2/20) SSP GRAT | ||||
By: | /s/ Jonathan L. Scripps | |||
Name: | Jonathan L. Scripps | |||
Title: | Trustee | |||
/s/ Keon Korey Vasquez | ||||
Keon Korey Vasquez | ||||
/s/ Manuel E. Granado | ||||
Manuel E. Granado | ||||
Margaret Scripps Klenzing Trust, dated October 5, 1992, as thereafter amended or restated | ||||
By: | /s/ Margaret Scripps Klenzing | |||
Name: | Margaret Scripps Klenzing | |||
Title: | Trustee | |||
Marilyn Joy Scripps Revocable Trust (f/k/a Marilyn S. Wade Revocable Trust) dated January 13, 2001, as thereafter amended or restated | ||||
By: | /s/ Marilyn J. Scripps | |||
Name: | Marilyn J. Scripps | |||
Title: | Trustee | |||
MSS Two-Year (6/2/20) SSP GRAT | ||||
By: | /s/ Mary Ann S. Sanchez | |||
Name: | Mary Ann S. Sanchez | |||
Title: | Trustee | |||
MMP Two-Year (6/30/20) SSP GRAT |
[Signature Page to Voting Agreement]
By: | /s/ Mary M. Peirce | |||
Name: | Mary M. Peirce | |||
Title: | Trustee | |||
/s/ Maxwell Christopher Logan | ||||
Maxwell Christopher Logan | ||||
The Megan S. Tagliaferri Separate Property Trust, dated October 14, 2008 | ||||
By: | /s/ Megan Scripps Tagliaferri | |||
Name: | Megan Scripps Tagliaferri | |||
Title: | Trustee | |||
Molly E. McCabe Trust, dated July 9, 2008 | ||||
By: | /s/ Molly E. McCabe | |||
Name: | Molly E. McCabe | |||
Title: | Trustee | |||
Monica Ortega Holcomb Revocable Trust dated February 26, 2018 | ||||
By: | /s/ Monica Ortega Holcomb | |||
Name: | Monica Ortega Holcomb | |||
Title: | Trustee | |||
Robert P. Scripps, Jr. Irrevocable Trust for the benefit of Monica Holcomb | ||||
BY: | Miramar Fiduciary Corporation, as Trustee | |||
By: | /s/ Paul D. Quandt | |||
Name: | Paul D. Quandt, | |||
Title: | Secretary & Senior Trust Officer | |||
John P. Scripps Trust f/b/o Ellen McRae Scripps, created under agreement dated December 27, 1984 |
[Signature Page to Voting Agreement]
By: | /s/ Paul K. Scripps | |||
Name: | Paul K. Scripps | |||
Title: | Trustee | |||
/s/ Peggy Evans | ||||
Peggy Evans | ||||
Survivors Trust of the La Dow Family Trust, created under agreement dated June 29, 2004 | ||||
By: | /s/ Peter R. La Dow | |||
Name: | Peter R. La Dow | |||
Title: | Trustee | |||
Robert Michael Scagliotti Trust dated June 29, 2012, as thereafter amended or restated | ||||
By: | /s/ Robert Michael Scagliotti | |||
Name: | Robert Michael Scagliotti | |||
Title: | Trustee | |||
/s/ Raymundo H. Granado, Jr. | ||||
Raymundo H. Granado, Jr. | ||||
RSB Two-Year (6/2/20) SSP GRAT | ||||
By: | /s/ Rebecca S. Brickner | |||
Name: | Rebecca S. Brickner | |||
Title: | Trustee | |||
/s/ Robert Samuel Heidt III | ||||
Robert Samuel Heidt III | ||||
Samantha Jean Brickner Trust dated October 12, 2017 | ||||
By: | /s/ Samantha J. Brickner | |||
Name: | Samantha J. Brickner |
[Signature Page to Voting Agreement]
Title: | Trustee | |||
/s/ Samuel J. Logan | ||||
Samuel J. Logan | ||||
/s/ Savannah M. Brickner | ||||
Savannah M. Brickner | ||||
/s/ Shannon L. Scripps Howard | ||||
Shannon L. Scripps Howard | ||||
/s/ Vanessa L. Sanchez | ||||
Vanessa L. Sanchez | ||||
/s/ Veronica E. Sanchez | ||||
Veronica E. Sanchez | ||||
Virginia S. Vasquez Trust, dated October 6, 1992, as thereafter amended or restated | ||||
By: | /s/ Virginia S. Vasquez | |||
Name: | Virginia S. Vasquez | |||
Title: | Trustee | |||
Robert P. Scripps, Jr. Irrevocable Trust for the benefit of Jacqueline Scripps | ||||
BY: | Miramar Fiduciary Corporation, as Trustee | |||
By: | /s/ Paul D. Quandt | |||
Name: | Paul D. Quandt, | |||
Title: | Secretary & Senior Trust Officer | |||
Robert P. Scripps, Jr. Irrevocable Trust for the benefit of Robert P. Scripps, IV |
[Signature Page to Voting Agreement]
BY: | Miramar Fiduciary Corporation, as Trustee | |||
By: | /s/ Paul D. Quandt | |||
Name: | Paul D. Quandt, | |||
Title: | Secretary & Senior Trust Officer | |||
Wesley W. Scripps Trust, dated October 2, 2012, as restated on May 5, 2016, as thereafter amended or restated | ||||
By: | /s/ Wesley W. Scripps | |||
Name: | Wesley W. Scripps | |||
Title: | Trustee | |||
WAS Two-Year (6/2/20) SSP GRAT | ||||
By: | /s/ William A. Scripps | |||
Name: | William A. Scripps | |||
Title: | Trustee | |||
Scripps Family 1992 Revocable Trust, dated June 9, 1992 | ||||
By: | /s/ William H. Scripps | |||
Name: | William H. Scripps | |||
Title: | Co-Trustee | |||
By: | /s/ Kathy Scripps | |||
Name: | Kathy Scripps | |||
Title: | Co-Trustee |
[Signature Page to Voting Agreement]
SCHEDULE A
Name of Stockholder |
Number of Common Voting Shares |
|||
Miramar Fiduciary Corporation, as trustee of the Adam R. Scripps Trust u/a dtd October 5, 1992, as thereafter amended and restated |
534,666 | |||
Anne La Dow, as trustee of the Anne M. La Dow Trust under Agreement dated October 27, 2011 |
39,552 | |||
Austin Scripps Heidt |
1 | |||
Barbara Scripps Evans (n/k/a Victoria Scripps Evans), Anne La Dow, and Paul K. Scripps, as co-trustees of the John P. Scripps Trust f/b/o Barbara Scripps Evans, created under agreement dated February 10, 1977 |
232,678 | |||
Barbara Scripps Evans (n/k/a Victoria Scripps Evans), Anne La Dow, and Paul K. Scripps, as co-trustees of the John P. Scripps Trust f/b/o Paul K. Scripps, created under agreement dated February 10, 1977 |
232,678 | |||
Barbara Scripps Evans (n/k/a Victoria Scripps Evans), Anne La Dow, and Paul K. Scripps, as co-trustees of the John P. Scripps Trust f/b/o Peter M. Scripps, created under agreement dated February 10, 1977 |
232,678 | |||
Barbara Scripps Evans (n/k/a Victoria Scripps Evans), Anne La Dow, and Paul K. Scripps, as co-trustees of the John P. Scripps Trust Exempt Trust, created under agreement dated February 10, 1977 |
32,921 | |||
Miramar Fiduciary Corporation, as trustee of the Barmonde McCabe Dynasty Trust, dated March 12, 2020 |
534,666 | |||
Brittany Jean Scripps |
10 | |||
Charles L. Barmonde |
51,000 | |||
Charles E. Scripps, Jr., as trustee of the CES Two-Year (6/2/20) SSP GRAT |
617,315 | |||
Cody V. DuBuc and Molly E. Ezen, as co-trustees of the Cody V. Dubuc Trust, dated March 1, 2016 |
7,000 | |||
Corina S. Granado, as trustee of the CSG Two-Year (7/10/20) SSP GRAT |
245,861 | |||
Corina S. Granado, as trustee of the Corina S. Granado Trust, dated October 6, 1992, as thereafter amended or restated |
20,972 | |||
Cynthia J. Scripps, as trustee of the CJS Two-Year (6/2/20) SSP GRAT |
267,333 | |||
Douglas A. Evans, as trustee of the Douglas A. Evans 2017 Trust dated August 24, 2017 |
40,884 | |||
Eaton M. Scripps, as trustee of the EMS Two-Year (6/2/20) SSP GRAT |
617,317 | |||
Edward W. Scripps, Jr., as trustee of the EWS Jr. Two-Year (6/2/20) SSP GRAT |
617,296 | |||
Eli W. Scripps, as trustee of the ELI Two-Year (6/2/20) SSP GRAT |
89,111 | |||
Elizabeth A. Logan, as trustee of the EAL Two-Year (6/2/20) SSP GRAT |
267,331 | |||
Elizabeth Scripps |
2 | |||
Ellen M. Scripps, as trustee of the Ellen M. Scripps Revocable Trust, dated April 17, 2014, as thereafter amended or restated (f/k/a The Ellen M. Scripps Kaheny Revocable Trust) |
35,412 | |||
Eva Scripps Attal (a/k/a Eve Scripps Attal) |
273,826 | |||
Gerald J. Scripps, as trustee of the GJS Two-Year (6/2/20) SSP GRAT |
92,000 | |||
J. Sebastian Scripps as trustee of the J. Sebastian Scripps 2016 Amended and Restated Revocable Trust dated 2/3/2016 (f/k/a J. Sebastian Scripps 2008 Revocable Trust dated December 12, 2008, a/k/a J. Sebastian Scripps Revocable Trust) |
534,664 | |||
Jessica L. Scripps (n/k/a Jessica L. Hoerster) |
1 | |||
Jimmy R. Scripps, as trustee of the JRS Two-Year (6/4/20) SSP GRAT |
534,664 | |||
John P. Scripps, as trustee of the John Peter Scripps 2013 Revocable Trust dtd December 20, 2013 |
57,931 | |||
John Patrick Scripps |
1 |
A-1
Name of Stockholder |
Number of Common Voting Shares |
|||
Jonathan L. Scripps, as trustee of the JLS Two-Year (6/2/20) SSP GRAT |
89,111 | |||
Keon Korey Vasquez |
100 | |||
Manuel E. Granado |
100 | |||
Margaret Scripps Klenzing, as trustee of the Margaret Scripps Klenzing Trust, dated October 5, 1992, as thereafter amended or restated |
267,329 | |||
Marilyn J. Scripps, as trustee of the Marilyn Joy Scripps Revocable Trust (f/k/a Marilyn S. Wade Revocable Trust), under agreement dated January 13, 2001, as thereafter amended or restated |
267,333 | |||
Mary Ann S. Sanchez, as trustee of the MSS Two-Year (6/2/20) SSP GRAT |
267,133 | |||
Mary M. Peirce, as trustee of the MMP Two-Year (6/30/20) SSP GRAT |
215,333 | |||
Maxwell Christopher Logan |
1 | |||
Megan Scripps Tagliaferri, as Trustee of The Megan S. Tagliaferri Separate Property Trust, dated October 14, 2008 |
267,333 | |||
Molly E. McCabe, as Trustee of the Molly E. McCabe Trust, dated July 9, 2008 |
267,333 | |||
Monica Ortega Holcomb, as trustee of the Monica Ortega Holcomb Revocable Trust dated February 26, 2018 |
150 | |||
Miramar Fiduciary Corporation, as trustee of the Robert P. Scripps, Jr. Irrevocable Trust for the benefit of Monica Holcomb |
41,128 | |||
Paul K. Scripps, as trustee of the John P. Scripps Trust f/b/o Ellen McRae Scripps, created under agreement dated December 27, 1984 |
22,520 | |||
Peggy Evans |
2 | |||
Peter R. La Dow, as trustee of the Survivors Trust of the La Dow Family Trust, created under agreement dated June 29, 2004 |
271,237 | |||
Robert Michael Scagliotti, as trustee of the Robert Michael Scagliotti Trust dated June 29, 2012, as thereafter amended or restated |
267,283 | |||
Raymundo H. Granado, Jr. |
100 | |||
Rebecca S. Brickner, as trustee of the RSB Two-Year (6/2/20) SSP GRAT |
267,183 | |||
Robert Samuel Heidt III |
1 | |||
Samantha J. Brickner, as trustee of the Samantha Jean Brickner Trust dated October 12, 2017 |
50 | |||
Samuel J. Logan |
1 | |||
Savannah M. Brickner |
50 | |||
Shannon L. Scripps Howard |
10 | |||
Vanessa L. Sanchez |
100 | |||
Veronica E. Sanchez |
100 | |||
Virginia S. Vasquez, as trustee of the Virginia S. Vasquez Trust, dated October 6, 1992, as thereafter amended or restated |
266,983 | |||
Miramar Fiduciary Corporation, as trustee of the Robert P. Scripps, Jr. Irrevocable Trust for the benefit of Jacqueline Scripps |
246,769 | |||
Miramar Fiduciary Corporation, as trustee of the Robert P. Scripps, Jr. Irrevocable Trust for the benefit of Robert P. Scripps, IV |
246,769 | |||
Wesley W. Scripps, as trustee of the Wesley W. Scripps Trust, dated October 2, 2012, as restated on May 5, 2016, as thereafter amended or restated |
100 | |||
William A. Scripps, as trustee of the WAS Two-Year (6/2/20) SSP GRAT |
534,466 | |||
William H. Scripps and Kathy Scripps, as co-trustees of the Scripps Family 1992 Revocable Trust, dated June 9, 1992 |
534,666 |
A-2
Exhibit 2
ADDITION OF PARTY TO THE SCRIPPS FAMILY AGREEMENT
WHEREAS, the Scripps Family Agreement, originally dated October 15, 1992, as amended and restated as of May 19, 2015 and further amended on March 29, 2017 (the Family Agreement), provides that the Family Agreement shall become effective on the termination of The Edward W. Scripps Trust;
WHEREAS, The Edward W. Scripps Trust terminated on October 18, 2012;
WHEREAS, Adam R. Scripps, a party to the Family Agreement, transferred Common Voting Shares of The E.W. Scripps Company that are subject to the terms of the Family Agreement to Adam R. Scripps Trust u/a dated October 5, 1992, as restated May 6, 2009 and recently amended March 16, 2017 (the Adam Scripps Trust);
WHEREAS, Section 7(a)(ii)(2) of the Family Agreement provides that a party to the Family Agreement may transfer Common Voting Shares held subject to the Family Agreement to a trust for his benefit, provided that the trustees are required to vote and dispose of such Common Voting Shares at the direction of one or more Family Descendants;
WHEREAS, prior to Adam R. Scripps death, the Adam Scripps Trust was revocable;
WHEREAS, upon Adam R. Scripps death in May 2019, the Adam Scripps Trust became irrevocable, and Mary Ann Sanchez, a Family Descendant, became Family Voter and Family Agent of the Adam Scripps Trust with authority as to the voting and disposition of the Common Voting Shares;
WHEREAS, the Family Agreement and the Adam Scripps Trust require that the trustee of, and any Family Descendant with power over the Common Voting Shares held by, the Adam Scripps Trust must become a party to the Family Agreement;
WHEREAS, the Adams Scripps Trust desires to become a party to the Family Agreement;
WHEREAS, Ms. Sanchez, as a party to the Scripps Family Agreement in her individual capacity desires to confirm her agreement to comply with the Scripps Family Agreement with respect to the Common Voting Shares held by the Adam Scripps Trust;
NOW THEREFORE, the Adam Scripps Trust and Ms. Sanchez each agree as follows:
1. | Each of the Adam Scripps Trust and Ms. Sanchez shall be bound by the terms of the Family Agreement with respect to any Common Voting Shares of The E.W. Scripps Company that the Adam Scripps Trust may own. |
2. | The Adam Scripps Trust shall be considered a party to the Family Agreement as of the date hereof. |
3. | All Common Voting Shares owned by the Adam Scripps Trust shall bear the legend specified in Section 12(a) of the Family Agreement. |
[Signature page follows]
Executed this 27th day of August, 2019.
Adam R. Scripps Trust u/a dated October 5, 1992, as restated May 6, 2009 and recently amended March 16, 2017 | ||
By: | Miramar Fiduciary Corporation, as Trustee | |
/s/ Paul D. Quandt | ||
Paul D. Quandt, Secretary and Senior Trust Officer | ||
/s/ Mary Ann S. Sanchez | ||
Mary Ann Sanchez, as Trust Advisor |