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^*

MANDELL SHARON

(Last)

(First)

(Middle)

50 W. SAN FERNANDO STREET

15TH FLOOR

(Street)

SAN JOSE

95113

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KNIGHT RIDDER INC [ KRIC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP/Technology

3. Date of Earliest Transaction (Month/Day/Year)
06/27/2006

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/27/2006		D		1,044	D	$0⁽¹⁾	0	D
Common Stock/401k	06/27/2006		D		938.8756	D	$0⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$62.6	06/27/2006		D			3,000	12/23/2003⁽³⁾	12/23/2012	Common Stock	3,000	$0	0	D
Non-Qualified Stock Option (right to buy)	$63.86	06/27/2006		D			3,800	⁽³⁾	12/16/2015	Common Stock	3,800	$0	0	D
Non-Qualified Stock Option (right to buy)	$67.315	06/27/2006		D			8,000	12/13/2005⁽³⁾	12/13/2014	Common Stock	8,000	$0	0	D
Non-Qualified Stock Option (right to buy)	$75.205	06/27/2006		D			5,000	12/04/2004⁽³⁾	12/04/2013	Common Stock	5,000	$0	0	D
Non-Qualified Stock Option (right to buy)	$77.745	06/27/2006		D			15,000	05/04/2005⁽³⁾	05/04/2014	Common Stock	15,000	$0	0	D
Restricted Stock Units	$0	06/27/2006		A		950		12/16/2006	12/16/2015	Common Stock	950	$0	950	D
Restricted Stock Units	$0⁽⁴⁾	06/27/2006		D			950	12/16/2006⁽⁴⁾	12/16/2015⁽⁴⁾	Common Stock	950	$0	0	D

Explanation of Responses:

1. Disposed of pursuant to merger agreement between issuer and The McClatchy Company in exchange for $41,760.00 in cash, 534 shares of McClatchy Class A common stock having a closing market value of $39.03 per share on the effective date of the merger, and cash in lieu of fractional shares.

2. Disposed of pursuant to merger agreement between issuer and The McClatchy Company in exchange for $37,555.02 in cash, 480 shares of McClatchy Class A common stock having a closing market value of $39.03 per share on the effective date of the merger, and cash in lieu of fractional shares.

3. This option, which became entirely exercisable on June 20, 2006, was canceled in the merger for no consideration because the exercise price exceeded the value of the merger consideration.

4. Restricted Stock Units were canceled in the merger in exchange for a cash payment of $57,667.19, representing the product of (1) the number of shares of Knight Ridder common stock issuable upon vesting of such units multiplied by (2) the sum of (x) $40.00 plus (y) the product of 0.5118 multiplied by the closing price of McClatchy Class A common stock on the last trading day immediately preceding the closing of the merger.

	By: Steve Rossi For: Sharon Mandell	07/03/2006
	** 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).
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