0001209191-18-018134.txt : 20180308 0001209191-18-018134.hdr.sgml : 20180308 20180308170239 ACCESSION NUMBER: 0001209191-18-018134 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180306 FILED AS OF DATE: 20180308 DATE AS OF CHANGE: 20180308 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PAUMGARTEN NICHOLAS B CENTRAL INDEX KEY: 0001188404 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34004 FILM NUMBER: 18677288 MAIL ADDRESS: STREET 1: C/O JP MORGAN CHASE STREET 2: 227 PARK AVE 45TH FL CITY: NEW YORK STATE: NY ZIP: 10172 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Scripps Networks Interactive, Inc. CENTRAL INDEX KEY: 0001430602 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 611551890 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9721 SHERRILL BOULEVARD CITY: KNOXVILLE STATE: TN ZIP: 37932 BUSINESS PHONE: 865-694-2700 MAIL ADDRESS: STREET 1: 9721 SHERRILL BOULEVARD CITY: KNOXVILLE STATE: TN ZIP: 37932 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-03-06 1 0001430602 Scripps Networks Interactive, Inc. SNI 0001188404 PAUMGARTEN NICHOLAS B 9721 SHERRILL BOULEVARD KNOXVILLE TN 37932 1 0 0 0 Class A Common Shares, $.01 par value per share 2018-03-06 4 D 0 25642 D 0 D Class A Common Shares, $.01 par value per share 2018-03-06 4 D 0 1700 D 0 I By wife Phantom Stock 2018-03-06 4 D 0 20500 D Class A Common 20500 0 D Restricted Stock Units 2018-03-06 4 D 0 1949 D Class A Common Shares 1949 0 D Options 2018-03-06 4 D 0 44286 D Class A Common Shares 44286 0 D Pursuant to the Agreement and Plan of Merger, dated July 31, 2017 (the "Merger Agreement"), by and among the Issuer, Discovery Communications, Inc. ("Discovery"), and Skylight Merger Sub, Inc., the reporting person's shares were converted into the right to receive, at the election of the reporting person, (i) mixed consideration of $65.82 in cash and 1.0584 shares of Discovery Series C common stock for each share, (ii) $90.00 in cash for each share or (iii) 3.9392 shares of Discovery Series C common stock for each share, subject to the terms and conditions set forth in the Merger Agreement including, in the case of an election to receive all cash or all stock, the proration procedures in the event that cash or stock is oversubscribed. Each phantom stock unit was converted into the right to receive $90.00 in cash for each phantom stock unit. Seventy percent of the reporting person's outstanding restricted stock units were converted into the right to receive a lump sum cash payment equal to (i) the number of shares subject to such percentage of the reporting person's restricted stock units, multiplied by (ii) $90.00. The remaining thirty percent of the reporting person's outstanding restricted stock units were converted into the right to receive a number of shares of Discovery Series C Common Stock equal to the product of (i) of the number of shares subject to such percentage of the reporting person's outstanding restricted stock units and (ii) 3.9392. Each outstanding option to purchase Class A Common Shares was cancelled in exchange for a cash payment equal to the excess of $90.00 over the exercise price of such option. /s/ Cynthia L. Gibson, Attorney-in-fact for Nicholas B. Paumgarten 2018-03-08