SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
O'Brian Kate

(Last) (First) (Middle)
312 WALNUT ST., SUITE 2800

(Street)
CINCINNATI OH 45202

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
E.W. SCRIPPS Co [ SSP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President, News
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Shares, $.01 par value per share 03/01/2023 C(1) 1,700 A $12.23 4,557 D
Class A Common Shares, $.01 par value per share 03/01/2023 F(2) 590 D $12.23 3,967 D
Common Voting Shares, $.01 par value per share 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (3) 03/01/2023 A 1,912 03/01/2023 03/01/2025 Restricted Stock Units 1,912 $12.23 5,098 D
Restricted Stock Units (1) 03/01/2023 C 1,700 03/01/2023 03/01/2025 Restricted Stock Units 1,700 $12.23 3,398 D
Restricted Stock Units (4) 05/03/2022 05/03/2024 Restricted Stock Units 5,714 5,714 D
Explanation of Responses:
1. This transaction reflects the conversion of restricted stock units into Class A Common Shares.
2. The terms of this long-term incentive award mandate that the Company withhold shares to satisfy the reporting person's tax obligation.
3. This restricted stock award will vest in equal parts in 2024 and 2025. One third of the award vested in 2023. Upon vesting, each restricted stock unit will convert into one Class A Common Share of the Company.
4. This restricted stock award will vest in 2024. One third of the award vested in 2022 and 2023. Upon vesting, each restricted stock unit will convert into one Class A Common Share of the Company.
Remarks:
/s/ William Appleton, Attorney-in-fact for Kate O'Brian 03/03/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY

BE IT KNOWN, that Kate OBrian, Executive Vice President, News does hereby make
and appoint each of Jason Combs, Executive Vice President and Chief Financial
Officer, William Appleton, Executive Vice President and General Counsel, and
Julie McGehee, Vice President, ESG and Corporate Secretary of The E.W. Scripps
Company, or any person designated by him or her, as his true and lawful attorney
for him and in his name, place and stead, giving and granting to each the power
and authority to sign and file reports required under Section 16(a) of the
Securities and Exchange Act of 1934, with full power of substitution and
revocation, hereby ratifying and confirming such act(s) that any said attorney
shall lawfully do or cause to be done by virtue hereof.

Effective November 3, 2022.

Kate OBrian