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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

O'Brian Kate

(Last)

(First)

(Middle)

312 WALNUT STREET

28TH FLOOR

(Street)

CINCINNATI

45202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
E.W. SCRIPPS Co [ SSP ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Scripps News

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2024

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 Shares, $.01 par value per share	05/01/2024		C⁽¹⁾		6,331	A	$3.9	8,091	D
Class A Common Shares, $.01 par value per share	05/01/2024		F⁽²⁾		2,737	D	$3.9	5,354	D
Common Voting Shares, $.01 par value per share								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)
Restricted Stock Units	$3.9	05/01/2024		A⁽³⁾		13,147		05/01/2024	03/01/2027	Restricted Stock Unites	26,682	$3.9	26,682	D
Restricted Stock Units	$3.9	05/01/2024		C⁽¹⁾			6,331	05/01/2024	03/01/2027	Restricted Stock Unites	20,351	$3.9	20,351	D
Restricted Stock Units	⁽⁴⁾							03/01/2023	03/01/2025	Restricted Stock Units	1,699		1,699	D
Restricted Stock Units	⁽⁵⁾							05/03/2022	05/03/2024	Restricted Stock Units	2,765		2,765	D
Restricted Stock Units	$6.56⁽⁶⁾							03/01/2025	03/01/2028	Senior Leaders	15,243		15,243	D

Explanation of Responses:

1. This transaction reflects the conversion of restricted stock units into Class A Common Shares.

2. The terms of this long-term incentive award mandate that the Company withhold shares to satisfy the reporting person's tax obligation.

3. Since the Company exceeded performance goals, additional restricted stock units were credited. This restricted stock award will vest in equal parts in 2025, 2026 and 2027. Upon vesting, each restricted stock unit will convert into one Class A Common Share of the Company.

4. This restricted stock award will vest in 2025. One-third of the award vested in 2023 and 2024. Upon vesting, each restricted stock unit will convert into one Class A Common Share of the Company.

5. This restricted stock award will vest in 2024. One-third of the vested in 2022 and 2023. Upon vesting, each restricted stock unit will convert into one Class A Common Share of the Company.

6. This restricted stock unit award will vest in equal parts in 2025, 2026, 2027 and 2028. Upon vesting, each restricted stock unit will convert into one Class A Common Share of the Company.

	/s/ William Appleton	05/03/2024
	** 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).
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