0001209191-18-018298.txt : 20180308 0001209191-18-018298.hdr.sgml : 20180308 20180308184558 ACCESSION NUMBER: 0001209191-18-018298 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: Holcomb Monica CENTRAL INDEX KEY: 0001631986 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34004 FILM NUMBER: 18677969 MAIL ADDRESS: STREET 1: C/O MIRAMAR SERVICES, INC. STREET 2: 250 GRANDVIEW AVE., SUITE 400 CITY: FT MITCHELL STATE: KY ZIP: 41017 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 0001631986 Holcomb Monica C/O MIRAMAR SERVICES, INC. 250 GRANDVIEW DR., SUITE 400 FT. MITCHELL KY 41017 0 0 1 0 Common Voting Shares, $.01 par value per share 2018-03-06 4 U 0 150 D 0 D Class A Common Shares, $.01 par value per share 0 D Pursuant to the Agreement and Plan of Merger, dated July 31, 2017 (the "Merger Agreement"), by and among Discovery Communications, Inc. ("Discovery"), the Issuer 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. The reporting person had been deemed to have shared voting power with respect to more than 10% of the Class A Common Shares of the Issuer (due solely to the convertibility of Common Voting Shares of the Company into Class A Common Shares on a share-for-share basis) due to the voting provisions of the Amended and Restated Scripps Family Agreement dated May 19, 2015, as amended on March 29, 2017, to which the reporting person is a party. The reporting person filed a Schedule 13D with the Commission on January 24, 2013, as last amended on March 7, 2018. /s/ Tracy Tunney Ward on behalf of Miramar Services, Inc. as Attorney-In-Fact for Monica Holcomb 2018-03-08