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^*

KASEFF GARY L

(Last)

(First)

(Middle)

40 MONUMENT CIRCLE

SUITE 700

(Street)

INDIANAPOLIS

46204

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EMMIS COMMUNICATIONS CORP [ EMMS ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
01/10/2007

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)
Class A Common Stock	01/10/2007⁽¹⁾		A		6,307	A	$0	92,312	D
Class A Common Stock	01/10/2007		F		2,450	D	$0	89,862	D
Class A Common Stock	01/10/2007⁽²⁾		S		3,857	D	$8.77	86,005	D
Class A Common Stock								1,021.0716	I	By 401(k) Plan
Class A Common Stock								3,411	I	By Spouse
Class A Common Stock								1,346	I	For the Benefit of Children

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)
Phantom Stock	$0⁽³⁾	01/10/2007		D			4,214⁽⁴⁾	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	4,214	$0	0	D

Explanation of Responses:

1. Shares listed are based on a percentage of the named executive's estimated cash compensation, excluding bonus, during calendar year 2006. Since the number of shares awarded in January 2007 is based upon the executive's actual cash compensation, excluding bonus, during calendar year 2006, and was adjusted to reflect the special $4.00 per share dividend, the number of shares actually awarded differs from the Phantom Stock awarded in February 2006.

2. The transaction was effected pursuant to a Stock Sale Agreement established in accordance with Rule 10b5-1.

3. Conversion Price is $0.00

4. Phantom Stock expired upon issuance of Class A Common Stock pursuant to the 2006 Stock Compensation Program

5. Shares listed are based on a percentage of the named executive's estimated cash compensation, excluding bonus, during calendar year 2006. Since the number of shares awarded in January 2007 is to be based upon the executive's actual cash compensation, excluding bonus, during the calendar year 2006, the number of shares actually awarded in January 2007 may vary. The Phantom Stock will expire upon issuance of Class A Common Stock in January 2007.

Remarks:

	Norm Gurwitz, attorney in fact	01/12/2007
	** 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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