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^*

TAIBL MARY HILL

(Last)

(First)

(Middle)

333 WEST STATE STREET

(Street)

MILWAUKEE

53203

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
JOURNAL COMMUNICATIONS INC [ JRN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	* (see title noted below)

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2015

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)

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)
Class B Common Stock	⁽¹⁾	03/31/2015		F⁽²⁾			1,376	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,376	$14.82	45,231	D
Class B Common Stock	⁽¹⁾	03/31/2015		J⁽³⁾			45,231	⁽¹⁾	⁽¹⁾	Class A Common Stock	45,231	$0	0	D
Stock Appreciation Right⁽⁴⁾	$13.31	03/31/2015		J⁽⁵⁾			42,000	⁽⁵⁾	02/16/2017	Class B Common Stock	42,000	$0	0	D
Stock Appreciation Right⁽⁴⁾	⁽⁶⁾	03/31/2015		J⁽⁵⁾			15,000	⁽⁵⁾	02/16/2017	Class B Common Stock	15,000	$0	0	D

Explanation of Responses:

1. The Class B Common Stock is convertible into Class A Common Stock (subject to certain limitations specified in the Issuer's Amended and Restated Articles of Incorporation) on a 1-for-1 basis at no cost.

2. Reflects payment of tax liability by withholding shares of stock incident to the vesting of restricted stock.

3. The shares of Journal Communications, Inc. stock were converted into shares of Journal Media Group, Inc. and The E.W. Scripps Company in connection with the closing of the transactions between Journal Communications and The E.W. Scripps Company (the "Transactions").

4. The stock appreciation right was granted February 16, 2007 to the reporting person under the Journal Communications, Inc. 2003 Equity Incentive Plan.

5. In connection with the Transactions, all stock appreciation rights were fully vested as of March 30, 2015. All outstanding stock appreciation rights were cancelled and the reporting person received a cash payment.

6. The stock appreciation right has an escalating base value which starts with $13.31, the closing price of the Company's Class A Common Stock on the date of grant, and increases by 6% per year for each year that the stock appreciation right remains outstanding, starting on the first anniversary of the grant date.

Remarks:

* Senior Vice President, General Counsel, Chief Compliance Officer & Secretary

	/s/ Russell E. Ryba, Attorney-in-Fact for Mary Hill Taibl	04/03/2015
	** 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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