4//SEC Filing
PAUMGARTEN NICHOLAS B 4
Accession 0001209191-18-018134
CIK 0001430602other
Filed
Mar 7, 7:00 PM ET
Accepted
Mar 8, 5:02 PM ET
Size
14.5 KB
Accession
0001209191-18-018134
Insider Transaction Report
Form 4
PAUMGARTEN NICHOLAS B
Director
Transactions
- Disposition to Issuer
Class A Common Shares, $.01 par value per share
2018-03-06−1,700→ 0 total(indirect: By Spouse) - Disposition to Issuer
Phantom Stock
2018-03-06−20,500→ 0 total→ Class A Common (20,500 underlying) - Disposition to Issuer
Options
2018-03-06−44,286→ 0 total→ Class A Common Shares (44,286 underlying) - Disposition to Issuer
Class A Common Shares, $.01 par value per share
2018-03-06−25,642→ 0 total - Disposition to Issuer
Restricted Stock Units
2018-03-06−1,949→ 0 total→ Class A Common Shares (1,949 underlying)
Footnotes (4)
- [F1]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.
- [F2]Each phantom stock unit was converted into the right to receive $90.00 in cash for each phantom stock unit.
- [F3]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.
- [F4]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.
Documents
Issuer
Scripps Networks Interactive, Inc.
CIK 0001430602
Entity typeother
Related Parties
1- filerCIK 0001188404
Filing Metadata
- Form type
- 4
- Filed
- Mar 7, 7:00 PM ET
- Accepted
- Mar 8, 5:02 PM ET
- Size
- 14.5 KB