UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

 

 

The E.W. Scripps Company

(Name of Issuer)

Class A Common Shares

(Title of Class of Securities)

811054402

(CUSIP Number)

Tracy Tunney Ward

Miramar Services, Inc.

250 Grandview Ave., Suite 400

Fort Mitchell, KY 41017

(859) 581-5758

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 23, 2020

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


  1    

   NAME OF REPORTING PERSON

 

  Adam R. Scripps Trust u/a dated October 5, 1992, as restated May 6, 2009 and amended March 16, 2017

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Nevada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  534,666

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,723 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  OO

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-2-


  1    

   NAME OF REPORTING PERSON

 

  Anne La Dow

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  31,869

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  71,421

   10   

  SHARED DISPOSITIVE POWER

 

  698,034

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,162,592 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-3-


  1    

   NAME OF REPORTING PERSON

 

  Anne M. La Dow Trust under Agreement dated 10/27/2011

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  California

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  3,649

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  43,201

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,134,372 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  OO

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-4-


  1    

   NAME OF REPORTING PERSON

 

  Anthony S. Granado

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  PF

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  20,000

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  20,100

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,150,723 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-5-


  1    

   NAME OF REPORTING PERSON

 

  Austin S. Heidt

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  1

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,723 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-6-


  1    

   NAME OF REPORTING PERSON

 

  Barbara Victoria Scripps Evans

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  40,911

   10   

  SHARED DISPOSITIVE POWER

 

  730,955

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,723 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-7-


  1    

   NAME OF REPORTING PERSON

 

  Brittany Jean Scripps

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  10

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,723 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-8-


  1    

   NAME OF REPORTING PERSON

 

  Careen Cardin

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  3,000

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,723 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-9-


  1    

   NAME OF REPORTING PERSON

 

  Charles E. Scripps, Jr.

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  PF

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  811,367

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  1,428,682

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,942,090 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  14.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-10-


  1    

   NAME OF REPORTING PERSON

 

  Charles L. Barmonde

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  PF

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  606,502

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  1,192,168

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,737,225 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  14.5% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-11-


  1    

   NAME OF REPORTING PERSON

 

  Cody Dubuc

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  7,000

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,723 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-12-


  1    

   NAME OF REPORTING PERSON

 

  Corina S. Granado

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  PF

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  551,781

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  818,614

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,682,504 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  14.5% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-13-


  1    

   NAME OF REPORTING PERSON

 

  Crystal Vasquez Lozano

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  66

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  166

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,789 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-14-


  1    

   NAME OF REPORTING PERSON

 

  Cynthia J. Scripps

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  326,735

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  594,068

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,457,458 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  14.2% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-15-


  1    

   NAME OF REPORTING PERSON

 

  Douglas A. Evans

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  40,884

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,723 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-16-


  1    

   NAME OF REPORTING PERSON

 

  Eaton M. Scripps

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  PF

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  1,288,185

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  1,905,502

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  12,418,908 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  15.4% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-17-


  1    

   NAME OF REPORTING PERSON

 

  Edward W. Scripps, Jr.

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  683,915

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  1,301,211

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,814,638 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  14.6% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-18-


  1    

   NAME OF REPORTING PERSON

 

  Eli W. Scripps

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  103,926

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  193,037

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,234,649 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.9% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-19-


  1    

   NAME OF REPORTING PERSON

 

  Elizabeth A. Logan

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  326,832

     8   

  SHARED VOTING POWER

 

  12,318,593 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  594,163

   10   

  SHARED DISPOSITIVE POWER

 

  1,187,870

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  12,110,759 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  15.0% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-20-


  1    

   NAME OF REPORTING PERSON

 

  Elizabeth Scripps

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  66

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  68

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,789 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-21-


  1    

   NAME OF REPORTING PERSON

 

  Ellen B. Granado

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  10,000

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  10,100

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,140,723 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-22-


  1    

   NAME OF REPORTING PERSON

 

  Ellen M. Scripps

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  66

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  35,478

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,789 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-23-


  1    

   NAME OF REPORTING PERSON

 

  Ellen M. Scripps Revocable Trust dtd April 17, 2014

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  California

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  66

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  35,478

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,789 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  OO

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-24-


  1    

   NAME OF REPORTING PERSON

 

  Eva Scripps Attal

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  326,735

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  600,561

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,457,458 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  14.2% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-25-


  1    

   NAME OF REPORTING PERSON

 

  Gerald J. Scripps

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  103,854

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  195,854

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,234,577 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.9% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-26-


  1    

   NAME OF REPORTING PERSON

 

  Geraldine Scripps Granado

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  10,000

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  10,100

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,140,723 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-27-


  1    

   NAME OF REPORTING PERSON

 

  J. Sebastian Scripps

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  653,504

     8   

  SHARED VOTING POWER

 

  11,130,723

     9   

  SOLE DISPOSITIVE POWER

 

  1,188,168 (1)

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,784,227 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  14.6% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-28-


  1    

   NAME OF REPORTING PERSON

 

  James Bryce Vasquez

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  100

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,723 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-29-


  1    

   NAME OF REPORTING PERSON

 

  Jenny Sue Scripps Mitchell

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  66

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  67

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,789 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-30-


  1    

   NAME OF REPORTING PERSON

 

  Jessica L. Hoerster

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  66

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  67

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,789 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-31-


  1    

   NAME OF REPORTING PERSON

 

  Jimmy R. Scripps

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  653,337

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  1,188,001

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,784,060 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  14.6% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-32-


  1    

   NAME OF REPORTING PERSON

 

  John P. Scripps

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  66

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  57,997

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,789 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-33-


  1    

   NAME OF REPORTING PERSON

 

  John P. Scripps Trust Exempt Trust under agreement dated 2/10/77

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  California

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  32,921

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,723 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  OO

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-34-


  1    

   NAME OF REPORTING PERSON

 

  John P. Scripps Trust under agreement dated 2/10/77 FBO Barbara Scripps Evans

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  California

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  232,678

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,723 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  OO

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-35-


  1    

   NAME OF REPORTING PERSON

 

  John P. Scripps Trust FBO Ellen McRae Scripps under agreement dated 12/28/84

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  California

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  22,520

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,723 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  OO

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-36-


  1    

   NAME OF REPORTING PERSON

 

  John P. Scripps Trust FBO Paul K. Scripps under agreement dated 2/10/77

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  California

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  232,678

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,723 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  OO

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-37-


  1    

   NAME OF REPORTING PERSON

 

  John P. Scripps Trust under agreement dated 2/10/77 FBO Peter M. Scripps

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  California

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  232,678

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,723 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  OO

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-38-


  1    

   NAME OF REPORTING PERSON

 

  John Patrick Scripps

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  466

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  467

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,131,189 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-39-


  1    

   NAME OF REPORTING PERSON

 

  John Peter Scripps 2013 Revocable Trust dtd December 20, 2013

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  California

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  66

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  57,997

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,789 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  OO

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-40-


  1    

   NAME OF REPORTING PERSON

 

  Jonathan L. Scripps

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  103,958

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  193,069

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,234,681 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.9% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-41-


  1    

   NAME OF REPORTING PERSON

 

  Julia Scripps Heidt

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  322,965

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  590,295

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,453,688 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  14.2% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-42-


  1    

   NAME OF REPORTING PERSON

 

  Kathy Scripps

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  400

     8   

  SHARED VOTING POWER

 

  11,435,627 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  400

   10   

  SHARED DISPOSITIVE POWER

 

  839,570

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,436,027 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  14.2% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-43-


  1    

   NAME OF REPORTING PERSON

 

  Kendall S. Barmonde

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  1,000

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,723 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-44-


  1    

   NAME OF REPORTING PERSON

 

  Keon Korey Vasquez

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  66

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  166

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,789 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-45-


  1    

   NAME OF REPORTING PERSON

 

  La Dow Family Trust under agreement dated 6/29/2004

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  California

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  271,237

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,723 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  OO

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-46-


  1    

   NAME OF REPORTING PERSON

 

  Manuel E. Granado

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  10,000

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  10,100

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,140,723 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-47-


  1    

   NAME OF REPORTING PERSON

 

  Margaret E. Scripps (Klenzing)

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  311,978

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  579,307

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,442,701 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  14.2% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-48-


  1    

   NAME OF REPORTING PERSON

 

  Marilyn J. Scripps

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  287,360

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  554,693

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,418,083 (1)    

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  14.1% (1)    

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN    

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-49-


  1    

   NAME OF REPORTING PERSON

 

  Mary Ann S. Sanchez

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  653,337

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  1,722,469

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  12,853,192 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  15.7% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-50-


  1    

   NAME OF REPORTING PERSON

 

  Mary Peirce

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  PF

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  66,785

     8   

  SHARED VOTING POWER

 

  12,318,593 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  282,118

   10   

  SHARED DISPOSITIVE POWER

 

  1,187,870

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,850,712 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  14.7% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-51-


  1    

   NAME OF REPORTING PERSON

 

  Maxwell Christopher Logan

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO    

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  1

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,723 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-52-


  1    

   NAME OF REPORTING PERSON

 

  Megan Scripps Tagliaferri

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  326,668

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  594,001

   10   

  SHARED DISPOSITIVE POWER

 

  0    

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,457,391 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  14.2% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN    

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-53-


  1    

   NAME OF REPORTING PERSON

 

  Molly E. McCabe

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  326,675

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  594,008

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,457,398 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  14.2% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-54-


  1    

   NAME OF REPORTING PERSON

 

  Monica Holcomb

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO    

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  16,505

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  57,783

   10   

  SHARED DISPOSITIVE POWER

 

  0    

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,147,228 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-55-


  1    

   NAME OF REPORTING PERSON

 

  Nathaniel W. Heidt

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  1

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,723 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN    

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-56-


  1    

   NAME OF REPORTING PERSON

 

  Paul K. Scripps

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO    

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  130,313

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  152,833

   10   

  SHARED DISPOSITIVE POWER

 

  730,955

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,261,036 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  14.0% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-57-


  1    

   NAME OF REPORTING PERSON

 

  Peggy Scripps Evans

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  2

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,723 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-58-


  1    

   NAME OF REPORTING PERSON

 

  Peter R. La Dow

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  271,237

   10   

  SHARED DISPOSITIVE POWER

 

  32,921

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,723 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-59-


  1    

   NAME OF REPORTING PERSON

 

  Raymundo H. Granado, Jr.

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  10,066

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  10,166

   10   

  SHARED DISPOSITIVE POWER

 

  0    

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,140,789 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-60-


  1    

   NAME OF REPORTING PERSON

 

  Rebecca Scripps Brickner

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 

  (a)  ☐        (b)  ☐

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  311,976

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  579,159

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,442,699 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  14.2% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-61-


  1    

   NAME OF REPORTING PERSON

 

  Robert S. Heidt III

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  1

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,723 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN    

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-62-


  1    

   NAME OF REPORTING PERSON

 

  Samantha J. Brickner

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  66

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  116

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,789 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-63-


  1    

   NAME OF REPORTING PERSON

 

  Savannah Brickner

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  66

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  116

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,789 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-64-


  1    

   NAME OF REPORTING PERSON

 

  R. Michael Scagliotti

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  14,048

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  281,331

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,144,771 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-65-


  1    

   NAME OF REPORTING PERSON

 

  Sam D.F. Scripps

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  1

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,723 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-66-


  1    

   NAME OF REPORTING PERSON

 

  Shannon Leigh Howard

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  10

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,723 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-67-


  1    

   NAME OF REPORTING PERSON

 

  Scripps Family 1992 Revocable Trust, dated 06-09-92

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  California

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  534,666

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,723 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  OO

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-68-


  1    

   NAME OF REPORTING PERSON

 

  The Marital Trust of the La Dow Family Trust (subtrust of La Dow Family Trust)

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  California

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  266,771

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,723 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  OO

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-69-


  1    

   NAME OF REPORTING PERSON

 

  The Paul K. Scripps Family Revocable Trust

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  California

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  130,313

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  130,313

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,261,036 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  14.0% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  OO

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-70-


  1    

   NAME OF REPORTING PERSON

 

  Thomas S. Evans

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO    

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  0

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,723 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-71-


  1    

   NAME OF REPORTING PERSON

 

  Thomas S. Evans Irrevocable Trust under agreement dated 11/13/12

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  California

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  40,911

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,723 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  OO

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-72-


  1    

   NAME OF REPORTING PERSON

 

  Vanessa L. Sanchez

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  100

   10   

  SHARED DISPOSITIVE POWER

 

  0    

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,723 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-73-


  1    

   NAME OF REPORTING PERSON

 

  Veronica E. Sanchez

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  100

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,723 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-74-


  1    

   NAME OF REPORTING PERSON

 

  Virginia S. Vasquez

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  625,385

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  1,385,906

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,756,108 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  14.6% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-75-


  1    

   NAME OF REPORTING PERSON

 

  Samuel Joseph Logan

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  1

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,723 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-76-


  1    

   NAME OF REPORTING PERSON

 

  Welland H. Scripps

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO    

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  0    

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)    

     9   

  SOLE DISPOSITIVE POWER

 

  1    

   10   

  SHARED DISPOSITIVE POWER

 

  0    

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,723 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-77-


  1    

   NAME OF REPORTING PERSON

 

  Wendy E. Scripps

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  326,602

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  593,935

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,457,325 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  14.2% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-78-


  1    

   NAME OF REPORTING PERSON

 

  Wesley W. Scripps

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  66

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  166

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,789 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-79-


  1    

   NAME OF REPORTING PERSON

 

  William A. Scripps

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  623,693

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  1,158,159

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,754,416 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  14.6% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN    

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-80-


  1    

   NAME OF REPORTING PERSON

 

  William A. Scripps, Jr.

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  66

     8   

  SHARED VOTING POWER

 

  11,130,723 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  166

   10   

  SHARED DISPOSITIVE POWER

0

 

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,130,789 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.8% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-81-


  1    

   NAME OF REPORTING PERSON

 

  William H. Scripps

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  U.S.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7     

  SOLE VOTING POWER

 

  400

     8   

  SHARED VOTING POWER

 

  11,435,627 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  400

   10   

  SHARED DISPOSITIVE POWER

 

  839,570

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  11,436,027 (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  14.2% (1)

14  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Includes the aggregate number of Common Voting Shares beneficially owned by the parties to, and that are subject to provisions of, the Scripps Family Agreement, which Common Voting Shares may be deemed beneficially owned by each party to such agreement. See Appendix B.

 

-82-


CUSIP No. 811054402

 

EXPLANATORY NOTE

This Amendment No. 10 to Schedule 13D (this “Amendment”) amends the items included herein that were contained in the Schedule 13D filed on October 26, 1992 and amended by Amendment No. 1, dated October 22, 1993, Amendment No. 2, dated January 24, 2013, Amendment No. 3, dated March 18, 2013, Amendment No. 4, dated September 20, 2013, Amendment No. 5, dated August 5, 2014, Amendment No. 6, dated June 5, 2015, Amendment No. 7, dated April 7, 2017, Amendment No. 8, dated August 22, 2018, and Amendment No. 9, dated January 11, 2019 (collectively, the “Original Schedule 13D” and, together with this Amendment, this “Schedule 13D”) relating to the Class A Common Shares, $.01 par value per share (the “Class A Common Shares”), and Common Voting Shares, $.01 par value per share (the “Common Voting Shares,” and, together with the Class A Common Shares, the “Common Shares”), of The E.W. Scripps Company, an Ohio corporation (the “Issuer”).

The persons filing this Schedule 13D (the “Reporting Persons”) are parties to the Amended and Restated Scripps Family Agreement, dated May 19, 2015, as amended on March 29, 2017 (the “Scripps Family Agreement”), which restricts the transfer and governs the voting of Common Voting Shares that the Reporting Persons own or may acquire. Certain of the Reporting Persons are residuary beneficiaries (the “Trust Beneficiaries”) of The Edward W. Scripps Trust (the “Trust”), which held 10,693,333 Common Voting Shares and 13,064,074 Class A Common Shares prior to the distribution or sale of such shares on March 14, 2013 (on which date 23,163,464 of the Common Shares were distributed to the Trust Beneficiaries or to co-guardians (now co-trustees) on behalf of a minor Trust Beneficiary, other than three other Trust Beneficiaries who were minors at the time of such distribution (the “Minors”)), March 19, 2013 (on which date nine Class A Common Shares held by the Trust were sold in the open market so that no fractional shares would be distributed) and September 20, 2013 (on which date the remaining 593,934 Common Shares held by the Trust were distributed to trusts established for the purpose of holding the shares on behalf of the Minors (collectively, the “Minors’ Trusts”)). In addition, since the filing of the Original Schedule 13D, the Reporting Persons have engaged in transactions in the Common Shares.

This Amendment is being filed to, among other things, (a) describe a voting agreement entered into by certain Reporting Persons with respect to the Investor Financing (as defined below); and (b) provide or update the information regarding the beneficial ownership of the Common Shares by the Reporting Persons.

 

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of the Original Schedule 13D is hereby amended to add the following:

As detailed on Appendix C, the Common Shares acquired in the past 60 days were acquired through distributions to or from trusts for no consideration.

 

Item 4.

Purpose of Transaction.

Item 4 of the Original Schedule 13D is hereby amended to add the following:

Since the filing of the Original Schedule 13D, the Reporting Persons have engaged in transactions in the Common Shares, including but not limited to those set forth on Appendix C hereto. These transactions include, without limitation, those set forth on Appendix C hereto, as well as certain open-market purchases and sales pursuant to the Rule 10b5-1 Plans, market sales, gifts to family members, charitable gifts, director equity award grants, distributions to and from trusts and other transfers for estate planning, private investment, or liquidity purposes.

 

-83-


CUSIP No. 811054402

 

On September 23, 2020, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with ION Media Networks, Inc., a Delaware corporation (“ION Media”), Scripps Media, Inc., a Delaware corporation and wholly owned subsidiary of the Issuer (“Parent”), Scripps Faraday Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and BD ION Equityholder Rep LLC, a Delaware limited liability company, pursuant to which, upon the terms and conditions thereof, Merger Sub will be merged with and into ION Media (the “Merger”), with ION Media continuing as the surviving company and a wholly owned subsidiary of Parent.

In connection with the Merger Agreement, the Issuer has entered into an agreement with Berkshire Hathaway Inc. to provide $600 million of financing for the Merger in exchange for the Issuer’s Series A Preferred Shares (the “Preferred Shares”) and a warrant (the “Warrant”) to purchase approximately 23.1 million Class A Common Shares with an exercise price of $13.00 (the “Investor Financing”).

The closing of the Merger and the Investor Financing is subject to certain conditions, including, without limitation, obtaining the approval of the Warrant and an amendment to the Issuer’s articles of incorporation to establish certain terms status of the Preferred Shares (the “Articles Amendment”) by at least a majority of the issued and outstanding Common Voting Shares (the “EWS Family Shareholder Approval”).

Also on September 23, 2020, ION Media entered into a Voting Agreement (the “Voting Agreement”) with the Reporting Persons named on Schedule A thereto (collectively, the “Stockholders”). Pursuant to the Voting Agreement, among other things, each Stockholder agreed: (a) at every meeting of the Family Shareholders (as defined in the Scripps Family Agreement) (and any written consent in lieu of such meeting), to indicate that such Stockholder will vote at every meeting of the holders of Common Voting Shares and (b) at every meeting of the holders of Common Voting Shares (other than meetings of Family Shareholders) (and any written consent in lieu of such meeting), to vote, in each such case, all of such Stockholder’s Common Voting Shares (x) in favor of any approval required by applicable law, the Merger Agreement or the rules or regulations of NASDAQ with respect to the Investor Financing (which includes approval of the Warrant and the Articles Amendment), (y) in favor of any proposal to adjourn a meeting to solicit additional proxies in favor of any such approval, and (z) against any other action that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, frustrate the purposes of or adversely affect the ability of Parent to obtain funding under the Investor Financing or the performance by the Issuer or Parent of their respective obligations under the Investor Financing or the Merger Agreement.

Under the Voting Agreement, the Stockholders also agreed not to sell, transfer or otherwise dispose of or encumber any of the Common Voting Shares until the receipt of the EWS Family Shareholder Approval, subject to certain exceptions described in the Voting Agreement and the Scripps Family Agreement.

The Voting Agreement terminates upon the earliest of: (a) the effective time of the Merger, (b) the termination of the Merger Agreement, (c) written agreement of the parties to terminate the Voting Agreement, and (d) any amendment, waiver or other change to the terms of the Merger Agreement or the Investor Financing that is materially adverse to the Stockholders with respect to their interests in the Issuer if such adverse impact is not timely cured.

The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting Agreement, which is filed herewith as Exhibit 1 and incorporated herein by reference.

 

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CUSIP No. 811054402

 

Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of the instructions to Item 4 of Schedule 13D, although the Reporting Persons reserve the right to develop such plans or proposals.

 

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

(a) Appendix B hereto sets forth (i) the number of Common Voting Shares and Class A Common Shares beneficially owned by each Reporting Person (excluding Common Shares beneficially owned by other Reporting Persons unless otherwise indicated), (ii) the aggregate number of Common Voting Shares and Class A Common Shares that may be deemed to be beneficially owned by each Reporting Person, including all Common Voting Shares subject to the Scripps Family Agreement, and (iii) the percentage of the number of outstanding Common Voting Shares and Class A Common Shares that may be deemed to be beneficially owned by each Reporting Person.

(b) Except as provided in the Scripps Family Agreement or as set forth on Appendix B, each Reporting Person has the sole power to dispose or direct the disposition of all Class A Common Shares and Common Voting Shares that such Reporting Person beneficially owned as of September 1, 2020.

The Common Voting Shares held by the Reporting Persons will be voted as instructed by a vote conducted in accordance with the procedures of Section 9 of the Scripps Family Agreement. Due to this shared voting power, the aggregate number of Common Voting Shares that may be deemed to be beneficially owned by each Reporting Person includes Common Voting Shares held by the other Reporting Persons. The 534,666 Common Voting Shares held by the co-trustees on behalf of the minor Trust Beneficiary and the 267,333 Common Voting Shares held by the Minors’ Trusts are not subject to the Scripps Family Agreement, and the Reporting Persons as a group do not have shared voting power with respect to these shares.

If the Scripps Family Agreement is not considered, none of the Reporting Persons currently beneficially own 5% or more of the Class A Common Shares and only the following Reporting Persons beneficially own 5% or more of the Common Voting Shares: (i) Mary Ann S. Sanchez, who beneficially owns 1,069,132 Common Voting Shares (9.0% of the outstanding Common Voting Shares), including 534,666 Common Voting Shares, which may be deemed to be beneficially owned by Ms. Sanchez as family voter and family agent of the Adam R. Scripps Trust u/a dated October 5, 1992, as restated May 6, 2009 and amended March 16, 2017, (ii) Anne La Dow, who beneficially owns 737,586 Common Voting Shares (6.2% of the outstanding Common Voting Shares), (iii) Barbara Victoria Scripps Evans, who beneficially owns 771,866 Common Voting Shares (6.5% of the outstanding Common Voting Shares), (iv) Elizabeth A. Logan and Mary McCabe Peirce, who beneficially own 801,997 and 749,999 Common Voting Shares, respectively (6.7% and 6.3% of the outstanding Common Voting Shares, respectively), including 534,666 Common Voting Shares held on behalf of the minor Trust Beneficiary as to which they may be deemed to share beneficial ownership as co-trustees and which are not subject to the Scripps Family Agreement, (v) Virginia S. Vasquez, who beneficially owns 760,521 Common Voting Shares (6.4% of the outstanding Common Voting Shares), (vi) Paul K. Scripps, who beneficially owns 753,475 Common Voting Shares (6.3% of the outstanding Common Voting Shares), (vii) Charles E. Scripps, Jr., who beneficially owns 617,315 Common Voting Shares (5.2% of the outstanding Common Voting Shares), (viii) Eaton M. Scripps, who beneficially owns 617,317 Common Voting Shares (5.2% of the outstanding Common Voting Shares), and (ix) Edward W. Scripps, Jr., who beneficially owns 617,296 Common Voting Shares (5.2% of the outstanding Common Voting Shares).

 

-85-


CUSIP No. 811054402

 

In addition to the Common Voting Shares that are subject to the Scripps Family Agreement, the Reporting Persons beneficially own Common Shares in a variety of trusts and other entities, with multiple family members often sharing voting control and investment power as trustee, advisor or executor. As a result, many of the Common Shares shown on the cover pages hereto and in the table on Appendix B are counted more than once, as they are deemed to be beneficially owned by more than one Reporting Person.

(c) Except as described herein and on Appendix C, none of the Reporting Persons has effected any transactions in the Class A Common Shares or Common Voting Shares in the past 60 days.

(d) Inapplicable.

(e) Inapplicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Original Schedule 13D is hereby amended to add the following:

The information set forth in Item 4 relating to the Voting Agreement, and the transactions contemplated thereby, is hereby incorporated by reference into this Item 6. Except as set forth in this Schedule 13D, there are no other contracts, arrangements, understandings, or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to securities of the Issuer.

 

Item 7.

Material to be Filed as Exhibits.

 

  1.

Voting Agreement between ION Media Networks, Inc. and the stockholders named therein (including certain Reporting Persons), dated September 23, 2020.

 

  2.

Addition of Party to the Scripps Family Agreement by Adam R. Scripps Trust u/a dated October 5, 1992, as restated May 6, 2009 and recently amended March 16, 2017 and Mary Ann Sanchez, as Family Voter and Family Agent, dated August 27, 2019.

 

-86-


CUSIP No. 811054402

 

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct and each agrees, pursuant to Rule 13d-1(k)(1)(iii), that a Joint Schedule 13D be filed on behalf of each of the undersigned in respect to the Class A Common Stock of the Issuer.

 

*

    

*

Virginia S. Vasquez

 

*

    

Rebecca Scripps Brickner

 

*

Edward W. Scripps, Jr.

 

*

                 

Corina S. Granado

 

*

Jimmy R. Scripps

 

*

    

Mary Ann S. Sanchez

 

*

Margaret Scripps Klenzing

 

*

    

William H. Scripps

 

*

Marilyn J. Scripps

 

*

    

Gerald J. Scripps

 

*

William A. Scripps

 

*

    

Eli W. Scripps

 

*

Charles E. Scripps, Jr.

 

 

 

 

 

*

    

Molly E. McCabe

 

ADAM R. SCRIPPS TRUST U/A DATED OCTOBER 5, 1992, AS RESTATED MAY 6, 2009 AND AMENDED MARCH 16, 2017

 

*

Jonathan L. Scripps

 

*

     Miramar Fiduciary Corporation, Trustee
Barbara Victoria Scripps Evans     

/s/ Tracy Tunney Ward

    

September 28, 2020

Tracy Tunney Ward, on behalf of Miramar Services, Inc.

(Attorney-in-fact)

 

            

   Date

 

*

Tracy Tunney Ward, by signing her name hereto, does sign this document on behalf of such person pursuant to a power of attorney executed by such person and attached to the Schedule 13D.

 

-87-


CUSIP No. 811054402

 

JOHN P. SCRIPPS TRUST UNDER
AGREEMENT DATED 2/10/77
FBO PETER M. SCRIPPS

 

*

    

JOHN P. SCRIPPS TRUST FBO PAUL K. SCRIPPS UNDER AGREEMENT
DATED 2/10/77

 

*

Paul K. Scripps, Trustee

 

*

    

Paul K. Scripps, Trustee

 

*

Anne La Dow, Trustee

 

*

    

Anne La Dow, Trustee

 

*

Barbara Victoria Scripps Evans, Trustee

 

JOHN P. SCRIPPS TRUST
EXEMPT TRUST UNDER
AGREEMENT DATED 2/10/77

 

*

    

Barbara Victoria Scripps Evans, Trustee

 

JOHN P. SCRIPPS TRUST UNDER AGREEMENT DATED 2/10/77

FBO BARBARA SCRIPPS EVANS

 

*

Paul K. Scripps, Trustee

 

*

    

Paul K. Scripps, Trustee

 

*

Peter R. La Dow, Trustee

 

*

    

Anne La Dow, Trustee

 

*

Barbara Victoria Scripps Evans, Trustee

 

THE MARITAL TRUST OF THE LA DOW FAMILY TRUST

 

*

    

Barbara Victoria Scripps Evans, Trustee

 

ANNE M. LA DOW TRUST UNDER AGREEMENT DATED 10/27/2011

 

*

Peter R. La Dow, Trustee

 

THE LA DOW FAMILY TRUST UNDER AGREEMENT DATED 6/29/2004

 

*

     Anne La Dow, Trustee
Peter R. La Dow, Trustee     

/s/ Tracy Tunney Ward

    

September 28, 2020

Tracy Tunney Ward, on behalf of Miramar Services, Inc.

(Attorney-in-fact)

 

                    

   Date

 

*

Tracy Tunney Ward, by signing her name hereto, does sign this document on behalf of such person pursuant to a power of attorney executed by such person and attached to the Schedule 13D.

 

-88-


CUSIP No. 811054402

 

JOHN PETER SCRIPPS
2013 REVOCABLE TRUST DTD

DECEMBER 20, 2013

 

*

    

JOHN P. SCRIPPS TRUST FBO

ELLEN MCRAE SCRIPPS UNDER AGREEMENT DATED 12/28/84

 

*

John P. Scripps, Trustee

 

ELLEN M. SCRIPPS REVOCABLE TRUST DTD APRIL 17, 2014

    

Paul K. Scripps, Trustee

 

PAUL K. SCRIPPS FAMILY
REVOCABLE TRUST

*

    

*

Ellen M. Scripps, Trustee

 

THOMAS S. EVANS IRREVOCABLE TRUST UNDER AGREEMENT DATED 11/13/2012

 

*

 

            

  

Paul K. Scripps, Trustee

 

SCRIPPS FAMILY 1992 REVOCABLE TRUST, DATED 06-09-92

 

*

Barbara Victoria Scripps Evans, Trustee     

William H. Scripps, Trustee

 

*

     Kathy Scripps, Trustee

/s/ Tracy Tunney Ward

    

September 28, 2020

Tracy Tunney Ward, on behalf of Miramar Services, Inc.

(Attorney-in-fact)

     Date

 

*

Tracy Tunney Ward, by signing her name hereto, does sign this document on behalf of such person pursuant to a power of attorney executed by such person and attached to the Schedule 13D.

 

-89-


CUSIP No. 811054402

 

*

    

*

Thomas S. Evans

 

*

    

Douglas A. Evans

 

*

Julia Scripps Heidt

 

*

    

Paul K. Scripps

 

*

J. Sebastian Scripps

 

*

    

Peter R. La Dow

 

*

Wendy E. Scripps

 

*

    

Anne La Dow

 

*

Cynthia J. Scripps

 

*

 

            

  

Elizabeth A. Logan

 

*

Mary Peirce

 

*

    

John P. Scripps

 

*

Eva Scripps Attal

 

*

    

Megan Scripps Tagliaferri

 

*

Eaton M. Scripps

 

*

    

Kathy Scripps

 

*

Ellen M. Scripps

 

*

    

Wesley W. Scripps

 

*

Careen Cardin

 

*

    

Cody Dubuc

 

*

R. Michael Scagliotti

 

*

    

Sam D.F. Scripps

 

*

Welland H. Scripps      William A. Scripps, Jr.

/s/ Tracy Tunney Ward

    

September 28, 2020

Tracy Tunney Ward, on behalf of Miramar Services, Inc.

(Attorney-in-fact)

     Date

 

*

Tracy Tunney Ward, by signing her name hereto, does sign this document on behalf of such person pursuant to a power of attorney executed by such person and attached to the Schedule 13D.

 

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CUSIP No. 811054402

 

*

    

*

Kendall S. Barmonde

 

*

    

Charles L. Barmonde

 

*

Manuel E. Granado

 

*

    

Geraldine Scripps Granado

 

*

Raymundo H. Granado, Jr.

 

*

    

Anthony S. Granado

 

*

Ellen B. Granado

 

*

    

Crystal Vasquez Lozano

 

*

Elizabeth Scripps

 

*

    

James Bryce Vasquez

 

*

John Patrick Scripps

 

*

    

Keon Korey Vasquez

 

*

Peggy Scripps Evans

 

*

 

            

  

Samuel Joseph Logan

 

*

Maxwell Christopher Logan

 

*

    

Savannah Brickner

 

*

Monica Holcomb      Samantha Brickner

/s/ Tracy Tunney Ward

    

September 28, 2020

Tracy Tunney Ward, on behalf of Miramar Services, Inc.

(Attorney-in-fact)

     Date

 

*

Tracy Tunney Ward, by signing her name hereto, does sign this document on behalf of such person pursuant to a power of attorney executed by such person and attached to the Schedule 13D.

 

-91-


CUSIP No. 811054402

 

*

    

*

Nathaniel W. Heidt

 

*

    

Austin S. Heidt

 

*

Robert S. Heidt III

 

*

    

Jessica L. Scripps

 

*

Jenny Sue Scripps Mitchell

 

*

    

Vanessa L. Sanchez

 

*

Veronica E. Sanchez

 

*

 

            

   Brittany Jean Scripps
Shannon Leigh Howard     

 

/s/ Tracy Tunney Ward

  

September 28, 2020

Tracy Tunney Ward, on behalf of Miramar Services, Inc.

(Attorney-in-fact)

   Date

 

*

Tracy Tunney Ward, by signing her name hereto, does sign this document on behalf of such person pursuant to a power of attorney executed by such person and attached to the Schedule 13D.

 

-92-


APPENDIX B

The following table sets forth as of September 1, 2020: (i) the number of Common Voting Shares and Class A Common Shares beneficially owned by each Reporting Person, excluding Common Shares beneficially owned by other Reporting Persons unless otherwise indicated, (ii) the aggregate number of Common Voting Shares and Class A Common Shares that may be deemed to be beneficially owned by each Reporting Person, including all Common Voting Shares subject to the Scripps Family Agreement, and (iii) the percentage of Common Voting Shares and Class A Common Shares that may be deemed to be beneficially owned by each Reporting Person. Except as otherwise noted in the table, each Reporting Person has (x) sole voting power (to the extent such shares are entitled to vote) with respect to the Class A Common Shares listed under column (i), (y) sole dispositive power with respect to the Common Voting Shares and Class A Common Shares listed under column (i), and (z) shared voting power with respect to the Common Voting Shares listed under column (ii).

Subject to the Scripps Family Agreement, each Common Voting Share is convertible at no cost and at any time into one Class A Common Share on a one-for-one basis. The aggregate number and percentage of Class A Common Shares (columns (ii) and (iii)) assumes the conversion of all Common Voting Shares into Class A Common Shares beneficially owned by the Reporting Person. The percentages of Common Voting Shares are based on 11,932,722 shares of the Issuer’s Common Voting Shares reported as outstanding as of June 30, 2020 in the Issuer’s Annual Report on Form 10-Q for the quarter ended June 30, 2020 (the “Form 10-Q”). The percentages of Class A Common Shares are based on 69,583,840 of the Issuer’s Class A Common Shares outstanding as of June 30, 2020, as reported in the Form 10-Q.

 

   

(i)
Number of Common Voting Shares
and Class A Common Shares
Beneficially Owned (Excluding
Shares Held by Other Reporting
Persons)

   

(ii)
Aggregate Number of Common
Voting Shares and Class A Common
Shares Beneficially Owned (Including
All Common Voting Shares Subject to
Scripps Family Agreement)

   

(iii)
Aggregate Percentage of Class A
Common Shares and Common Voting
Shares Beneficially Owned

 
Name  

Common Voting
Shares

  Class A
Common Shares
   

Common Voting
Shares (1)

  Class A Common
Shares
   

Common Voting
Shares

  Class A Common
Shares
 

Adam R. Scripps Trust u/a dated October 5, 1992, as restated May 6, 2009 and amended March 16, 2017

  534,666     0     11,130,723     11,130,723     93.3%     13.8

Anne La Dow (2)

  737,586     31,869     11,130,723     11,162,592     93.3%     13.8

Anne M. La Dow Trust under Agreement dated 10/27/2011

  39,552     3,649     11,130,723     11,134,372     93.3%     13.8

Anthony S. Granado

  100     20,000     11,130,723     11,150,723     93.3%     13.8

Austin S. Heidt

  1     0     11,130,723     11,130,723     93.3%     13.8

 

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CUSIP No. 811054402

 

Barbara Victoria Scripps Evans (3)

  771,866     0     11,130,723     11,130,723     93.3%     13.8

Brittany Jean Scripps

  10     0     11,130,723     11,130,723     93.3%     13.8

Careen Cardin

  3,000     0     11,130,723     11,130,723     93.3%     13.8

Charles E. Scripps, Jr. (4)

  617,315     811,367     11,130,723     11,942,090     93.3%     14.8

Charles L. Barmonde (5)

  585,666     606,502     11,130,723     11,737,225     93.3%     14.5

Cody Dubuc (6)

  7,000     0     11,130,723     11,130,723     93.3%     13.8

Corina S. Granado (7)

  266,833     551,781     11,130,723     11,682,504     93.3%     14.5

Crystal Vasquez Lozano

  100     66     11,130,723     11,130,789     93.3%     13.8

Cynthia J. Scripps (8)

  267,333     326,735     11,130,723     11,457,458     93.3%     14.2

Douglas A. Evans (9)

  40,884     0     11,130,723     11,130,723     93.3%     13.8

Eaton M. Scripps (10)

  617,317     1,288,185     11,130,723     12,418,908     93.3%     15.4

Edward W. Scripps, Jr. (11)

  617,296     683,915     11,130,723     11,814,638     93.3%     14.6

Eli W. Scripps (12)

  89,111     103,926     11,130,723     11,234,649     93.3%     13.9

Elizabeth A. Logan (13)

  801,997     980,036     11,130,723     12,110,759     93.3%     15.0

Elizabeth Scripps

  2     66     11,130,723     11,130,789     93.3%     13.8

Ellen B. Granado

  100     10,000     11,130,723     11,140,723     93.3%     13.8

Ellen M. Scripps (14)

  35,412     66     11,130,723     11,130,789     93.3%     13.8

Ellen M. Scripps Revocable Trust dtd April 17, 2014

  35,412     66     11,130,723     11,130,789     93.3%     13.8

Eva Scripps Attal

  273,826     326,735     11,130,723     11,457,458     93.3%     14.2

Gerald J. Scripps (15)

  92,000     103,854     11,130,723     11,234,577     93.3%     13.9

Geraldine Scripps Granado

  100     10,000     11,130,723     11,140,723     93.3%     13.8

J. Sebastian Scripps (16)

  534,664     653,504     11,130,723     11,784,227     93.3%     14.6

James Bryce Vasquez

  100     0     11,130,723     11,130,723     93.3%     13.8

Jenny Sue Scripps Mitchell

  1     66     11,130,723     11,130,789     93.3%     13.8

Jessica L. Hoerster

  1     66     11,130,723     11,130,789     93.3%     13.8

Jimmy R. Scripps (17)

  534,664     653,337     11,130,723     11,784,060     93.3%     14.6

John P. Scripps (18)

  57,931     66     11,130,723     11,130,789     93.3%     13.8

John P. Scripps Trust Exempt Trust under agreement dated 2/10/77

  32,921     0     11,130,723     11,130,723     93.3%     13.8

John P. Scripps Trust under agreement dated 2/10/77 FBO Barbara Scripps Evans

  232,678     0     11,130,723     11,130,723     93.3%     13.8

John P. Scripps Trust FBO Ellen McRae Scripps under agreement dated 12/28/84

  22,520     0     11,130,723     11,130,723     93.3%     13.8

 

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John P. Scripps Trust FBO Paul K. Scripps under agreement dated 2/10/77

  232,678     0     11,130,723     11,130,723     93.3%     13.8

John P. Scripps Trust under agreement dated 2/10/77 FBO Peter M. Scripps

  232,678     0     11,130,723     11,130,723     93.3%     13.8

John Patrick Scripps

  1     466     11,130,723     11,131,189     93.3%     13.8

John Peter Scripps 2013 Revocable Trust

  57,931     66     11,130,723     11,130,789     93.3%     13.8

Jonathan L. Scripps (19)

  89,111     103,958     11,130,723     11,234,681     93.3%     13.9

Julia Scripps Heidt (20)

  267,330     322,965     11,130,723     11,453,688     93.3%     14.2

Kendall S. Barmonde

  1,000     0     11,130,723     11,130,723     93.3%     13.8

Keon Korey Vasquez (21)

  100     66     11,130,723     11,130,789     93.3%     13.8

La Dow Family Trust under agreement dated 6/29/2004 (22)

  271,237     0     11,130,723     11,130,723     93.3%     13.8

Manuel E. Granado

  100     10,000     11,130,723     11,140,723     93.3%     13.8

Margaret Scripps Klenzing

  267,329     311,978     11,130,723     11,442,701     93.3%     14.2

Marilyn J. Scripps

  267,333     287,360     11,130,723     11,418,083     93.3%     14.1

Mary Ann S. Sanchez (23)

  1,069,132     653,337     12,199,855     12,853,192     102.2%     15.7

Mary Peirce (24)

  749,999     719,989     11,130,723     11,850,712     93.3%     14.7

Maxwell Christopher Logan

  1     0     11,130,723     11,130,723     93.3%     13.8

Megan Scripps Tagliaferri

  267,333     326,668     11,130,723     11,457,391     93.3%     14.2

R. Michael Scagliotti

  267,283     14,048     11,130,723     11,144,771     93.3%     13.8

Molly E. McCabe

  267,333     326,675     11,130,723     11,457,398     93.3%     14.2

Monica Holcomb (previously held by The Monica Holcomb 2015 Trust) (25)

  41,278     16,505     11,130,723     11,147,228     93.3%     13.8

Nathaniel W. Heidt

  1     0     11,130,723     11,130,723     93.3%     13.8

Paul K. Scripps (26)

  753,475     130,313     11,130,723     11,261,036     93.3%     14.0

Peggy Scripps Evans

  2     0     11,130,723     11,130,723     93.3%     13.8

Peter R. La Dow (27)

  304,158     0     11,130,723     11,130,723     93.3%     13.8

Raymundo H. Granado, Jr.

  100     10,066     11,130,723     11,140,789     93.3%     13.8

Rebecca Scripps Brickner (28)

  267,183     311,976     11,130,723     11,442,699     93.3%     14.2

Robert S. Heidt III

  1     0     11,130,723     11,130,723     93.3%     13.8

Samantha J. Brickner

  50     66     11,130,723     11,130,789     93.3%     13.8

Savannah Brickner (29)

  50     66     11,130,723     11,130,789     93.3%     13.8

Shannon Leigh Howard

  10     0     11,130,723     11,130,723     93.3%     13.8

 

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CUSIP No. 811054402

 

[The] Marital Trust of the La Dow Family Trust (subtrust of La Dow Family Trust)

  266,771     0     11,130,723     11,130,723     93.3%     13.8

[The] Paul K. Scripps Family Revocable Trust

  0     130,313     11,130,723     11,261,036     93.3%     14.0

Thomas S. Evans

  0     0     11,130,723     11,130,723     93.3%     13.8

Thomas S. Evans Irrevocable Trust under agreement dated 11/13/12

  40,911     0     11,130,723     11,130,723     93.3%     13.8

Vanessa L. Sanchez

  100     0     11,130,723     11,130,723     93.3%     13.8

Veronica E. Sanchez

  100     0     11,130,723     11,130,723     93.3%     13.8

Virginia S. Vasquez (30)

  760,521     625,385     11,130,723     11,756,108     93.3%     14.6

Wendy E. Scripps

  267,333     326,602     11,130,723     11,457,325     93.3%     14.2

William A. Scripps (31)

  534,466     623,693     11,130,723     11,754,416     93.3%     14.6

William H. Scripps (32)

  534,666     305,304     11,130,723     11,436,027     93.3%     14.2

Kathy Scripps (33)

  534,666     305,304     11,130,723     11,436,027     93.3%     14.2

Scripps Family 1992 Revocable Trust, dated 06-09-92

  534,666     0     11,130,723     11,130,723     93.3%     13.8

Sam D.F. Scripps

  1     0     11,130,723     11,130,723     93.3%     13.8

Samuel Joseph Logan

  1     0     11,130,723     11,130,723     93.3%     13.8

Welland H. Scripps

  1     0     11,130,723     11,130,723     93.3%     13.8

Wesley W. Scripps

  100     66     11,130,723     11,130,789     93.3%     13.8

William A. Scripps Jr.

  100     66     11,130,723     11,130,789     93.3%     13.8

 

(1)

Except as otherwise noted, does not include (a) 534,666 Common Voting Shares, which may be deemed to be beneficially owned by Mary Peirce and Elizabeth A. Logan as co-trustees on behalf of another Trust Beneficiary who is a minor and is not a party to the Scripps Family Agreement, or (b) 267,333 Common Voting Shares, which may be deemed to be beneficially owned by Mary Ann S. Sanchez, as trust advisor to the Minors’ Trusts, which are not parties to the Scripps Family Agreement, and, as a result, such Common Voting Shares are not subject to the Scripps Family Agreement.

(2)

Includes (a) 232,678 Common Voting Shares held by (i) the John P. Scripps Trust under agreement dated 2/10/77 FBO Barbara Scripps Evans, (ii) the John P. Scripps Trust FBO Paul K. Scripps under agreement dated 2/10/77, (iii) the John P. Scripps Trust under agreement dated 2/10/77 FBO Peter M. Scripps, of which the Reporting Person is a co-trustee with Barbara Victoria Scripps Evans and Paul K. Scripps, and (b) 39,552 Common Voting Shares and 3,649 Class A Common Shares held by the Anne M. La Dow Trust under Agreement dated 10/27/2011, of which the Reporting Person is trustee. Such trusts are also listed as a separate Reporting Person above.

(3)

Includes shares held by (a)(i) the John P. Scripps Trust under agreement dated 2/10/77 FBO Barbara Scripps Evans, (ii) the John P. Scripps Trust FBO Paul K. Scripps under agreement dated 2/10/77, and (iii) the John P. Scripps Trust under agreement dated 2/10/77 FBO Peter M. Scripps, of which the Reporting Person is a co-trustee with Anne La Dow and Paul K. Scripps, (b) the John P. Scripps Trust Exempt Trust under agreement dated 2/10/77, of which the Reporting Person is a co-trustee with Peter R. La Dow and Paul K. Scripps, and (c) the Thomas S. Evans Irrevocable Trust under agreement dated 11/13/12, of which the Reporting Person is the trustee. Such trusts are also listed as separate Reporting Persons above.

 

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CUSIP No. 811054402

 

(4)

Includes 617,315 Common Voting Shares and 706,367 Class A Common Shares held as trustee of a grantor retained annuity trust.

(5)

Includes 534,666 Common Voting Shares held by the Barmonde McCabe Dynasty Trust dated March 12, 2020, of which the Reporting Person serves as the Family Voter with voting power over such shares.

(6)

Common Voting Shares include 7,000 shares held by a trust of which the Reporting Person is co-trustee.

(7)

Includes 245,861 Common Voting Shares and 260,452 Class A Common Shares held as trustee of a grantor retained annuity trust.

(8)

Includes 267,333 Common Voting Shares and 326,735 Class A Common Shares held as trustee of a grantor retained annuity trust.

(9)

Includes 40,884 Common Voting Shares held as trustee of the Douglas A. Evans 2017 Trust dated 8/24/2017.

(10)

Includes 617,317 Common Voting Shares and 1,288,185 Class A Common Shares held as trustee of a grantor retained annuity trust.

(11)

Includes 617,296 Common Voting Shares and 683,915 Class A Common Shares held as trustee of a grantor retained annuity trust.

(12)

Includes 89,111 Common Voting Shares and 103,926 Class A Common Shares held as trustee of a grantor retained annuity trust.

(13)

Includes: (a) 534,666 Common Voting Shares and 653,204 Class A Common Shares held as a co-trustee with Mary Peirce for the benefit of another Trust Beneficiary who is a minor and is not a party to the Scripps Family Agreement; and (b) 267,331 Common Voting Shares and 326,832 Class A Common Shares held as trustee of a grantor retained annuity trust. The Reporting Person is not bound by the Scripps Family Agreement with respect to the shares held as co-trustee with Mary Peirce.

(14)

Consists of shares held by the Ellen M. Scripps Revocable Trust dtd April 17, 2014, of which the Reporting Person is the trustee and sole beneficiary. Such trust is also listed as a separate Reporting Person above.

(15)

Includes 92,000 Common Voting Shares and 103,854 Class A Common Shares held as trustee of a grantor retained annuity trust.

(16)

Includes: (a) 297,453 Common Voting Shares held as trustee of a grantor retained annuity trust; and (b) 200 Class A Common Shares held by immediate family members.

(17)

Includes 534,664 Common Voting Shares and 653,337 Class A Common Shares held as trustee of a grantor retained annuity trust.

(18)

Consists of shares held by the John Peter Scripps 2013 Revocable Trust dtd December 20, 2013, of which John P. Scripps is the trustee and sole beneficiary. Such trust is also listed as a separate Reporting Person above.

(19)

Includes 89,111 Common Voting Shares and 103,958 Class A Common Shares held as trustee of a grantor retained annuity trust.

(20)

Includes 267,330 Common Voting Shares and 312,237 Class A Common Shares held as trustee of a grantor retained annuity trust.

(21)

Includes 66 Class A Common Shares held by Keon K. Vasquez Trust Stock Account, of which the Reporting Person is trustee.

(22)

Includes shares held by the Survivor’s Trust of the La Dow Family Trust under agreement dated 6/29/2004 and the Marital Trust of the La Dow Family Trust under agreement dated 6/29/2004. The Marital Trust is also listed as a separate Reporting Person above. Peter R. La Dow is the trustee of all of these trusts.

(23)

Includes: (a) 267,333 Common Voting Shares and 326,601 Class A Common Shares, which may be deemed to be beneficially owned by the Reporting Person, as trust advisor to the Minors’ Trusts, which are not parties to the Scripps Family Agreement; (b) 534,666 Common Voting Shares, which may be deemed to be beneficially owned by the Reporting Person, as family voter and family agent of the Adam R. Scripps Trust u/a dated October 5, 1992, as restated May 6, 2009 and amended March 16, 2017; and (c) 267,133 Common Voting Shares and 326,736 Class A Common Shares held as trustee of a grantor retained annuity trust. The Reporting Person is not bound by the Scripps Family Agreement with respect to the shares held as trust advisor to the Minors’ Trusts.

 

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(24)

Includes: (a) 534,666 Common Voting Shares and 653,204 Class A Common Shares held as a co-trustee with Elizabeth A. Logan for the benefit of another Trust Beneficiary who is a minor and is not a party to the Scripps Family Agreement; and (b) 215,333 Common Voting Shares and 66,785 Class A Common Shares held as trustee of a grantor retained annuity trust. The Reporting Person is not bound by the Scripps Family Agreement with respect to the shares held as co-trustee with Elizabeth A. Logan.

(25)

Includes 41,128 Common Voting Shares and 16,505 Class A Common Shares held by RPS Jr. Irrevocable Trust fbo Monica Holcomb, of which the Reporting Person is the beneficiary and has voting and investment power over such shares.

(26)

Class A Common Shares and Common Voting Shares include shares held by (a)(i) the John P. Scripps Trust under agreement dated 2/10/77 FBO Barbara Scripps Evans, (ii) the John P. Scripps Trust FBO Paul K. Scripps under agreement dated 2/10/77, and (iii) John P. Scripps Trust under agreement dated 2/10/77 FBO Peter M. Scripps, of which the Reporting Person is a co-trustee with Ms. Evans and Ms. La Dow, (b) the John P. Scripps Trust Exempt Trust under agreement dated 2/10/77, of which the Reporting Person is a co-trustee with Ms. Evans and Mr. La Dow, and (c)(i) the John P. Scripps FBO Ellen McRae Scripps under agreement dated 12/28/1984 and (ii) the Paul K. Scripps Family Revocable Trust U/A dated 2/7/1994, of which the Reporting Person is trustee. Such trusts are also listed as separate Reporting Persons above.

(27)

Includes shares held by (a) the John P. Scripps Trust Exempt Trust under agreement dated 2/10/77, of which the Reporting Person is a co-trustee with Ms. Evans and Mr. P. K. Scripps, and (b)(i) the Marital Trust of the La Dow Family Trust, and (ii) the La Dow Family Trust under agreement dated 6/29/2004 (excluding shares already accounted for held in the Marital Trust of the La Dow Family Trust), of which the Reporting Person is the trustee. Such trusts are also listed as separate Reporting Persons above.

(28)

Includes 267,183 Common Voting Shares and 311,976 Class A Common Shares held as trustee of a grantor retained annuity trust.

(29)

Class A Common Shares include 66 shares held by the Savannah M. Brickner Trust that the Reporting Person is deemed to beneficially own.

(30)

Includes 493,538 Common Voting Shares and 313,599 Class A Common shares held as trust advisor to various trusts that received distributions from the Estate of Robert P. Scripps, Jr.

(31)

Includes 534,466 Common Voting Shares and 623,693 Class A Common Shares held as trustee of a grantor retained annuity trust.

(32)

Includes 534,666 Common Voting Shares held in The Scripps Family 1992 Revocable Trust, dated 06-09-92, of which the Reporting Person and Kathy Scripps, his wife, are co-trustees; however, Kathy Scripps does not have power to vote the Common Voting Shares but may be deemed to have such power due to the Reporting Person’s voting power. Such trust is also listed as a separate Reporting Person above. Class A Common Shares also includes 304,904 shares held by a charitable foundation over which the Reporting Person may be deemed to share control.

(33)

Includes 534,666 Common Voting Shares held in The Scripps Family 1992 Revocable Trust, dated 06-09-92, of which the Reporting Person and William H. Scripps, her husband, are co-trustees. The Reporting Person does not have voting power over the Common Voting Shares, but may be deemed to have such power due to William H. Scripps’ voting power. The Scripps Family 1992 Revocable Trust, dated 06-09-92 is also listed as a separate Reporting Person above. Class A Common Shares also include: (a) 400 shares held directly by William H. Scripps, her husband; and (b) 304,904 shares held by a charitable foundation over which the Reporting Person may be deemed to share control.

 

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APPENDIX C

For each Reporting Person listed below, the following table sets forth information regarding transactions in the Common Voting Shares and Class A Common Shares during the 60 days ended September 1, 2020, including the aggregate number of shares acquired or disposed of, the amount and source of the funds (if applicable), if any such funds were borrowed, a description of the transaction and the parties thereto, the date of the transaction, the price per share and where and how the transaction was effected.

 

Name

 

Number and

Type of Common Shares Acquired

or Disposed (as noted)

 

Date

  Amount of
Funds
  Price Per
Share
 

Where and How the
Transaction
Was Effected

  Source of
Funds
  Description of
Borrowing
Transaction

Corina S. Granado

 

245,861 Common Voting Shares

(no effect))

  July 10, 2020   n/a   n/a   contribution to self-trusteed GRAT   n/a   n/a

Corina S. Granado

  260,452 Class A Common Shares (no effect)   July 10, 2020   n/a   n/a   contribution to self-trusteed GRAT   n/a   n/a

J. Sebastian Scripps

 

297,353 Class A Common Shares

(no effect)

  August 17, 2020   n/a   n/a   GRAT annuity   n/a   n/a

 

-99-

EX-1

Exhibit 1

VOTING AGREEMENT

This VOTING AGREEMENT, is made and entered into as of September 23, 2020 (this “Agreement”), by and among the stockholders listed on the signature page(s) hereto (collectively, the “Stockholders” and each individually, a “Stockholder”), and ION Media Networks, Inc., a Delaware corporation (“ION” or the “Company”).

RECITALS

WHEREAS, as of the date hereof, each Stockholder is the Beneficial Owner of the number of Common Voting Shares set forth opposite such Stockholder’s name on Schedule A hereto (together with such additional Common Voting Shares that become Beneficially Owned by such Stockholder, whether upon the exercise of options, conversion of convertible securities or otherwise, after the date hereof until the Expiration Date, the “Subject Shares”).

WHEREAS, concurrently with the execution of this Agreement, ION, The E.W. Scripps Company, an Ohio corporation (“EWS”), Scripps Media, Inc., a Delaware corporation (“Parent”), Scripps Faraday Inc., a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Parent, and certain other parties are entering into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Merger Sub will be merged with and into ION (the “Merger”), with ION continuing as the Surviving Company.

WHEREAS, in connection with the Investor Financing, EWS has agreed to issue to the Investor a warrant to purchase Class A Common Shares, on and subject to the terms contained therein.

WHEREAS, the obligation of ION to consummate the Merger and the other transactions contemplated by the Merger Agreement is subject to the EWS Shareholder Approval having been obtained.

WHEREAS, as a condition and inducement to the willingness of ION to enter into the Merger Agreement, ION has required that the Stockholders enter into this Agreement, and the Stockholders desire to enter into this Agreement to induce ION to enter into the Merger Agreement.

WHEREAS, the affirmative vote of at least a majority of the issued and outstanding Common Voting Shares is required to approve the Investor Financing.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereby agree, severally and not jointly, as follows:

1. Voting of Subject Shares.

(a) Family Shareholder Meetings. From the period commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, at every meeting of the Family Shareholders (as defined in the Amended and Restated Scripps Family Agreement, dated May 19, 2015, as amended on March 29, 2017 (the “Family Agreement”)), called with respect to any of the following, and at every adjournment or postponement thereof, and in connection with any written consent of the EWS Family Shareholders, each Stockholder irrevocably and unconditionally agrees to:

(i) appear at each such meeting or otherwise cause all of such Stockholder’s Subject Shares to be counted as present thereat for purposes of calculating a quorum (to the extent such quorum is related to the matters set forth in clauses (ii) and (iii) below);

(ii) indicate that such Stockholder will vote all of such Stockholder’s Subject Shares in accordance with Section 1(b); and

(iii) vote (or cause to be voted), in person or by proxy, or if applicable deliver (or cause


to be delivered) a written consent covering, all of such Stockholder’s Subject Shares against any other action, agreement or transaction that is intended to, or would reasonably be expected to impede, interfere with, delay, postpone, frustrate the purposes of or adversely affect the ability of Parent to obtain funding under the Investor Financing or the performance by EWS or Parent of their respective obligations under the Investor Financing or the Merger Agreement, including any action, agreement or transaction that would reasonably be expected to result in any condition to the consummation of the Investor Financing or the Merger Agreement not being satisfied.

(b) EWS Shareholder Meetings. From the period commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, at every meeting of the holders of EWS Shares (other than, for the avoidance of doubt, meetings of Family Shareholders, which shall be subject to Section 1(a) and not this Section 1(b)) and at every adjournment or postponement thereof, and in connection with any written consent of the EWS Shareholders, each Stockholder irrevocably and unconditionally agrees to:

(i) appear at each such meeting or otherwise cause all of such Stockholder’s Subject Shares to be counted as present thereat for purposes of calculating a quorum (to the extent such quorum is related to the matters set forth in clause (ii) below); and

(ii) vote (or cause to be voted), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent covering, all of such Stockholder’s Subject Shares (A) in favor of any approval required by applicable Law, the Merger Agreement or the rules or regulations of NASDAQ, in each case of this clause (A), solely with respect to the Investor Financing, (B) in favor of any proposal to adjourn a meeting to solicit additional proxies in favor of any approval required by applicable Law, the Merger Agreement or the rules or regulations of NASDAQ, in each case of this clause (B), solely with respect to the Investor Financing, and (C) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, frustrate the purposes of or adversely affect the ability of Parent to obtain funding under the Investor Financing or the performance by EWS or Parent of their respective obligations under the Investor Financing or the Merger Agreement, including any action, agreement or transaction that would reasonably be expected to result in any condition to the consummation of the Investor Financing or the Merger Agreement not being satisfied.

(c) Any vote required to be cast or consent required to be executed pursuant to this Section 1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent.

2. Transfer of Subject Shares. Each Stockholder agrees that, from and after the date of this Agreement until the receipt of the EWS Shareholder Approval, such Stockholder will not, directly or indirectly, including by operation of law or otherwise, sell, transfer, distribute, pledge, hypothecate, donate, assign, appoint or otherwise dispose of or encumber (“Transfer”) any of such Stockholder’s Subject Shares, except in accordance with Section 7(a)(i) or 7(a)(ii) of the Family Agreement; provided, that any transferee of Subject Shares must enter into a joinder to this Agreement agreeing to be bound by this Agreement (in a form reasonably agreed by the Company in writing) concurrently with and as a condition to effectiveness of any such Transfer. Any Transfer or purported Transfer in violation of this provision shall be null and void ab initio.

3. Additional Covenants.

(a) Further Assurances. From time to time and without additional consideration, each Stockholder shall execute and deliver, or cause to be executed and delivered, such additional instruments, and shall take such further actions, as are reasonably necessary in order to perform his, her or its obligations under this Agreement.

(b) Stock Dividends, etc. In the event of a stock split, stock dividend or distribution, or any change in the EWS Shares by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, reincorporation, exchange of shares or the like, the terms “EWS Shares” and “Subject Shares” shall

 

2


be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into which or for which any or all of such shares may be changed or exchanged or which are received in such transaction.

(c) Notice of Acquisitions. Each Stockholder hereby agrees to notify ION in writing as promptly as practicable of the number of any additional EWS Shares or other voting securities of EWS of which such Stockholder acquires Beneficial Ownership on or after the date hereof; provided that any timely filing with the SEC by such Stockholder pursuant to Section 13 or Section 16 of the Exchange Act reporting any such acquisition shall constitute notice with respect to this Section 3(c).

(d) Disclosure. The initial press release with respect to the Merger by ION, to the extent it references any Stockholder or any other Family Shareholder (as defined in the Family Agreement), shall be approved in advance by the Family Council (as defined in the Family Agreement), such approval not to be unreasonably withheld, conditioned or delayed. Thereafter, except to the extent required by applicable Law and the regulations of any national securities exchange or interdealer quotation system, ION shall not make any public announcement that references any Stockholder or any other Family Shareholder (as defined in the Family Agreement) relating to this Agreement or the Merger Agreement without the consent of the Family Council (such consent not to be unreasonably withheld, conditioned or delayed); provided, that ION may, without obtaining such consent, make any public statement that is consistent with public statements previously approved in accordance with this paragraph. Subject to reasonable prior notice and approval of the Family Council (such approval not to be unreasonably withheld, conditioned or delayed), each Stockholder hereby authorizes ION to publish and disclose in any announcement or disclosure required by the SEC, such Stockholder’s identity and ownership of such Stockholder’s Subject Shares and the nature of such Stockholder’s obligations under this Agreement. Except to the extent required by applicable Law and the regulations of any national securities exchange or interdealer quotation system, no Stockholder shall make any public announcement that references ION, Black Diamond Capital Management, L.L.C. or their respective Affiliates related to this Agreement or the Merger Agreement without the consent of ION and Black Diamond Capital Management, L.L.C. (such consent not to be unreasonably withheld, conditioned or delayed).

(e) No Inconsistent Agreements. No Stockholder shall (i) amend or waive his, her or its rights under the Family Agreement in any manner or (ii) enter into any agreement or take or fail to take any action, in each case of clauses (i) and (ii), that would (individually or in the aggregate with such amendments, waivers, entry into agreements or taking or failing to take any such actions by any or all other Stockholders party hereto) prevent, impair or delay the obtaining of the EWS Shareholder Approval as provided in Section 1 hereof and as contemplated by the Merger Agreement.

(f) Litigation. Each Stockholder agrees not to commence, join in, facilitate, assist or encourage any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors or representatives (i) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement, (ii) prior to the Effective Time, alleging a breach of any fiduciary duty of any Person in connection with the evaluation, negotiation or entry into the Investor Financing, or (iii) prior to the Effective Time, otherwise relating to the Investor Financing, this Agreement or other transactions contemplated by the Investor Financing, the Merger Agreement or this Agreement; provided, nothing in this Section 3(f) shall limit a Stockholder’s right to defend himself, herself or itself in litigation in which such Stockholder is a defendant or to enforce the terms of this Agreement.

4. Representations and Warranties of each Stockholder. Each Stockholder on his, her or its own behalf hereby represents and warrants as of the date hereof to ION, severally and not jointly, with respect to such Stockholder and such Stockholder’s Beneficial Ownership of the Subject Shares, as follows (except, in each case, as would not (individually or in the aggregate with any inaccuracies of the representations and warranties made by the other Stockholders party hereto) prevent, impair or delay the obtaining of the EWS Shareholder Approval as provided in Section 1 hereof and as contemplated by the Merger Agreement):

 

3


(a) Authority. Such Stockholder has (i) if such Stockholder is not a natural person, all requisite power and authority and is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and (ii) if such Stockholder is a natural person, full legal capacity, right and authority, in each case, to enter into this Agreement and to perform all of such Stockholder’s obligations hereunder. This Agreement has been duly authorized (if such Stockholder is not a natural person), executed and delivered by such Stockholder and constitutes the legal, valid and binding obligation of such Stockholder enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles. If such Stockholder is a trust, the trustee is duly authorized to execute and deliver this Agreement and consummate the transactions contemplated hereby, and any directions or prior consents that the trustee is required to obtain pursuant to the terms of the governing trust instrument have been obtained. Other than as may be provided for in the Merger Agreement and any filings by such Stockholder on Schedule 13-D or otherwise as required by the SEC, the execution, delivery and performance by such Stockholder of this Agreement does not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity.

(b) No Conflicts. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance with the terms hereof, will (i) if such Stockholder is not a natural person, violate any provision of the certificate of incorporation, bylaws, or other organizational or governing documents of such Stockholder, (ii) conflict with or violate any applicable Law applicable to such Stockholder or (iii) violate, conflict with or result in a breach of, or constitute a default (with or without notice or lapse of time or both) under any provision of any trust agreement or other agreement (including the Family Agreement), judgement, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder.

(c) The Subject Shares. Such Stockholder is the Beneficial Owner of, or is a trust or estate that is the Beneficial Owner of and whose beneficiaries are the beneficial owners (not within the meaning of Rule 13d-3 promulgated under the Exchange Act, but rather, pursuant to the common law regarding beneficial interests in trusts) of, and has good and marketable title to, the Subject Shares set forth opposite such Stockholder’s name on Schedule A hereto, free and clear of any and all security interests, liens, encumbrances, equities, claims, options or limitations of whatever nature (including any restriction on the right to vote, sell or otherwise dispose of such Subject Shares), other than (i) rights held by a third party to direct the vote of Subject Shares held by a trust, in which case the direction of such other party has been obtained prior to the execution of this Agreement and such direction shall not be revoked or is not required under the terms of such trust (such that such shares are bound by this Agreement, including the obligations in Section 1), (ii) as provided in the Family Agreement and (iii) under applicable securities laws. Such Stockholder does not Beneficially Own any Common Voting Shares other than the Subject Shares set forth opposite such Stockholder’s name on Schedule A hereto (except that such Stockholder may be deemed to Beneficially Own Subject Shares owned by other Stockholders subject to this Agreement and as otherwise noted on Schedule A). Subject to the terms of the Family Agreement, such Stockholder has and will have at all times from the date hereof through the Expiration Date (except to the extent such Subject Shares are Transferred after the date hereof pursuant to Section 2) the sole (or shared with other Stockholders) right to vote or direct the vote of (including through a revocable proxy or otherwise, which proxy to vote such Subject Shares in compliance with this Agreement shall not be revoked unless such shares are otherwise subject to this Agreement, or has granted a proxy to one or more other Stockholders to vote such Subject Shares solely in accordance with this Agreement) such Subject Shares with respect to the matters set forth in Section 1 hereof and all of the matters set forth in this Agreement, in each case with respect to all of such Stockholder’s Subject Shares (it being understood that if such Stockholder is a trust, such Subject Shares are bound by this Agreement pursuant to clause (c)(i) above). Except for the Family Agreement and any proxies referenced in the foregoing sentence, none of such Stockholder’s Subject Shares are subject to any agreement, arrangement or restriction with respect to the voting of such Subject Shares. Except for the Family Agreement, (i) there are no agreements or arrangements of any kind, contingent or otherwise, obligating such Stockholder to Transfer, or cause to be Transferred, any of the Subject Shares set forth opposite such Stockholder’s name on Schedule A hereto (other than a Transfer from one Stockholder to another Stockholder; provided, that any such transferee and any such transferred Subject Shares remain bound by this Agreement in all respects and provide written notice to ION of any such Transfer) and (ii) no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Subject Shares.

 

4


(d) Reliance by ION. Such Stockholder understands and acknowledges that ION is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

(e) Litigation. As of the date hereof, to the knowledge of such Stockholder, there is no action, litigation, proceeding or investigation pending or threatened against such Stockholder or the assets or properties of such Stockholder that questions or challenges the validity of this Agreement, questions or challenges any action taken or to be taken by such Stockholder in connection with this Agreement.

5. Representations and Warranties of ION. ION represents and warrants to the Stockholders as follows: (a) ION is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to execute and deliver this Agreement, (b) the execution and delivery of this Agreement has been duly and validly authorized by the board of directors and, no other corporate proceedings on the part of ION are necessary to authorize the execution, delivery and performance of this Agreement by ION, and (c) this Agreement constitutes the legal, valid and binding obligation of ION enforceable against ION in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

6. Stockholder Capacity. No Person executing this Agreement who is or becomes during the term hereof a director or officer of EWS shall be deemed to make any agreement or understanding in this Agreement in such Person’s capacity as a director or officer. Each Stockholder is entering into this Agreement solely in such Stockholder’s capacity as the record holder or Beneficial Owner of, or as a trust whose beneficiaries are the beneficial owners (not within the meaning of Rule 13d-3 promulgated under the Exchange Act, but rather, pursuant to the common law regarding beneficial interests in trusts) of, Subject Shares, and nothing herein shall limit or affect any actions taken (or any failures to act) by any Stockholder in such Stockholder’s capacity as a director or officer of EWS. The taking of any actions (or any failures to act) by a Stockholder (including voting on matters put to such board or any committee thereof, influencing officers, employees, agents, management or the other directors of EWS and taking any action or making any statement at any meeting of such board or any committee thereof) in such Stockholder’s capacity as a director or officer of EWS shall not be deemed to constitute a breach of this Agreement.

7. Certain Definitions.

(a) Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement.

(b) “Beneficial Ownership” and related terms such as “Beneficially Owned” or “Beneficial Owner” have the meaning given such terms in Rule 13d-3 under the Exchange Act, and the rules and regulations promulgated thereunder, as in effect from time to time (without giving effect to the limiting phrase “within sixty days” set forth in Rule 13d-3(d)(1)(i)), except that such definition shall not include any shares that a Stockholder may become the Beneficial Owner of by virtue of being a beneficiary, contingent beneficiary or successor trustee of a trust or estate, pursuant to the laws of descent and distribution, or any other contingent interest outside of such Stockholder’s control; provided, that ION shall not be deemed to be the Beneficial Owner of the Subject Shares by virtue of this Agreement.

(c) “Class A Common Shares” means the Class A Common Shares, $0.01 par value per share, of EWS.

(d) “Common Voting Shares” means the Common Voting Shares, $0.01 par value, per share, of EWS.

(e) “EWS Shares” means, collectively, Class A Common Shares and Common Voting Shares.

 

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(f) “Investor Financing” means the Investor Financing (as defined in the Merger Agreement) to be provided by Berkshire Hathaway Inc., an affiliate of Berkshire Hathaway (including, for purposes of this Agreement, the Certificate of Amendment to Articles of Incorporation, the issuance of Class A Common Shares pursuant to the Warrant (as defined in the Investor Agreement) and the issuance of any Class A Common Shares that may be issued as a dividend on the Warrant Shares (as defined in the Investor Agreement).

8. Termination. This Agreement shall automatically terminate without further action upon the earliest to occur (the “Expiration Date”) of (a) the Effective Time, (b) the termination of the Merger Agreement in accordance with its terms, (c) the written agreement of each Stockholder and ION to terminate this Agreement, (d) any amendment, modification, waiver or other change to any provision of the Merger Agreement, as in effect on the date hereof, that is materially adverse to the Stockholders with respect to their equity interests in EWS, and (e) any amendment, modification, waiver or other change to any provision of the Investor Financing (including the terms of any Purchased Securities (as defined in the Investor Agreement)), as in effect on the date hereof, that is materially adverse to the Stockholders with respect to their equity interests in EWS; provided, in the event a Stockholder believes that any amendment, modification, waiver or other change contemplated by clause (d) or (e) has terminated this Agreement, the Stockholder shall provide written notice to Parent and ION of such belief and the parties to the Merger Agreement shall have five (5) days to cure such amendment, modification, waiver or other change and, if timely cured, this Agreement shall remain in full force and effect; provided, further, in no event shall any Stockholder be required to comply with Section 1 unless and until such amendment, modification, waiver or other change is timely cured. At any time, ION and any Stockholder may mutually agree in writing to terminate this Agreement with respect to such Stockholder and, if so agreed, neither such Stockholder nor ION shall have any further obligations under this Agreement to the other party; provided, however, that nothing in this Section 8 shall relieve any Stockholder from liability for any breach of any representation, warranty, covenant or other agreement contained in this Agreement prior to its termination, in which case the Company shall be entitled to all rights and remedies available at law or in equity. Notwithstanding anything to the contrary contained herein, without derogation to any requirement under Law, the Merger Agreement or the rules or regulations of NASDAQ, the termination of this Agreement does not impact any EWS Shareholder Approval that has already been obtained as of such termination.

9. Specific Performance. Each Stockholder acknowledges and agrees that (a) the covenants, obligations and agreements contained in this Agreement relate to special, unique and extraordinary matters, (b) ION is relying on such covenants in connection with entering into the Merger Agreement and (c) a violation of any of the terms of such covenants, obligations or agreements will cause ION irreparable injury for which adequate remedies are not available at law and for which monetary damages are not readily ascertainable Accordingly, each Stockholder hereto also agrees that, in the event of any breach or threatened breach of the provisions of this Agreement by such Stockholder, the Company shall be entitled to equitable relief without the requirement of proof of actual damages or the posting a bond or other security, including in the form of injunctions and orders for specific performance. Any and all remedies herein expressly conferred upon the Company will be deemed cumulative with and not exclusive of any other remedy available under this Agreement, or by law or equity upon the Company, and the exercise by the Company of any one remedy will not preclude the exercise of any other remedy. Each Stockholder hereby agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Agreement by any Stockholder, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the respective covenants and obligations of the parties under this Agreement.

10. Governing Law and Venue; Waiver of Jury Trial.

(a) This Agreement shall be governed by the laws of the State of Delaware, its rules of conflict of laws notwithstanding. Each party hereby agrees and consents to be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware in and for New Castle County, or if the Court of Chancery lacks jurisdiction over such dispute, in any state or federal court having jurisdiction over the matter situated in New Castle County, Delaware, in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby. Each party hereby irrevocably consents to the service of any and all process in any such suit, action or proceeding by the delivery of

 

6


such process to such party at the address and in the manner provided in Section 15 hereof. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Court of Chancery of the State of Delaware in and for New Castle County, or if the Court of Chancery lacks jurisdiction over such dispute, in any state or federal court having jurisdiction over the matter situated in New Castle County, Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

(b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.

11. Modification or Amendment. This Agreement may only be amended, modified or supplemented in writing (a) by an instrument signed by ION and each Stockholder or (b) or, solely as between ION and any Stockholder, by an instrument signed by ION and such Stockholder (which amendment shall, in the case of this clause (b), only be effective as to ION and such applicable Stockholder).

12. Waivers. Any provision of this Agreement may be waived if, and only if, such waiver is in writing and signed by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Except as otherwise herein provided, the rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.

13. Assignment. This Agreement shall not be assignable by operation of Law or otherwise; provided, however, that ION may consent (in its sole discretion) to an assignment of this agreement by any Stockholder. Any assignment in contravention of the preceding sentence shall be null and void ab initio.

14. No Third-Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and its respective successors and permitted assigns, no provision of this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

15. Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date delivered, if delivered personally, on the third (3rd) Business Day after being mailed by registered or certified mail (postage prepaid, return receipt requested) or on the next Business Day after being sent by reputable overnight courier (delivery prepaid), in each case, to the parties at the following addresses, or on the date sent by electronic transmission (if between 9:00 am and 6:00 pm ET on a Business Day, or, if after 6:00 pm ET on a Business Day or if not on a Business Day, the next Business Day), to the email address specified below (or at such other address or email address for a party as shall be specified by notice given in accordance with this Section) (provided, that the sending party does not receive an automatically generated message from the recipient’s e-mail server that such e-mail could not be delivered to such recipient):

 

7


  (a)

if to ION to:

ION Media Networks, Inc.

601 Clearwater Park Road

West Palm Beach, Florida 33401

Attention: General Counsel

Email: IONlegal@ionmedia.com

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

155 N. Wacker Dr., Suite 2700

Chicago, Illinois 60606

Attention: Kimberly deBeers

Email: kimberly.debeers@skadden.com

 

  (b)

if to any Stockholder to:

c/o Miramar Services, Inc.

250 Grandview Drive, Ste 400

Ft. Mitchell, KY 41017-5634

Attention:

   Cara Hurak
   Tracy Ward

Fax:

   859-655-4545

Email:

   Cara.Hurak@msiky.com
   Tracy.Ward@msiky.com

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Attention:

   Peter Martelli, P.C.
   Andrew Kimball

Fax:

   212-446-4900

Email:

   peter.martelli@kirkland.com
   andrew.kimball@kirkland.com

16. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any term or other provision of this Agreement, or any portion thereof, is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms and provisions of this Agreement, or the remaining portion thereof, shall nevertheless remain in full force and effect. Upon such determination that any such term or other provision, or any portion thereof, is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the obligations contemplated hereby are fulfilled to the fullest extent possible.

17. Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings among the parties with respect thereto.

18. Headings. The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

 

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19. Counterparts; Effectiveness. This Agreement may be executed in any number of counterparts, including by means of facsimile or by e-mail delivery of a “.pdf” format data file, each of which when executed shall be deemed to be an original copy of this Agreement and all of which taken together shall constitute one and the same agreement.

20. No Ownership Interests. Nothing contained in this Agreement shall be deemed to vest in ION any direct or indirect ownership or incidence of ownership of or with respect to any Subject Shares. All rights, ownership and economic benefits of and relating to the Subject Shares shall remain vested in and belong to the applicable Stockholder. Nothing in this Agreement shall be interpreted as creating or forming a “group” with any other Person, including ION, for the purposes of Rule 13d-5(b)(1) of the Exchange Act or for any other similar provision of applicable Law.

[SIGNATURE PAGES FOLLOW]

 

9


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

 

ION MEDIA NETWORKS, INC.
By:  

/s/ David A. Christman

  Name:   David A. Christman
  Title:   Executive Vice President and General Counsel

 

[Signature Page to Voting Agreement]


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

 

Adam R. Scripps Trust, dated October 5, 1992, as thereafter amended and restated
BY:   Miramar Fiduciary Corporation, as Trustee
By:  

/s/ Paul D. Quandt

  Name:   Paul D. Quandt,
  Title:   Secretary & Senior Trust Officer
Anne M. La Dow Trust under Agreement dated October 27, 2011
By:  

/s/ Anne M. La Dow

  Name:   Anne M. La Dow
  Title:   Trustee

/s/ Austin Scripps Heidt

Austin Scripps Heidt
John P. Scripps Trust f/b/o Barbara Scripps Evans, created under agreement dated February 10, 1977
By:  

/s/ Anne M. La Dow

  Name:   Anne M. La Dow
  Title:   Co-Trustee
By:  

/s/ Paul K. Scripps

  Name:   Paul K. Scripps
  Title:   Co-Trustee
John P. Scripps Trust f/b/o Paul K. Scripps, created under agreement dated February 10, 1977
By:  

/s/ Anne M. La Dow

  Name:   Anne M. La Dow
  Title:   Co-Trustee

 

[Signature Page to Voting Agreement]


By:  

/s/ Paul K. Scripps

  Name:   Paul K. Scripps
  Title:   Co-Trustee
John P. Scripps Trust f/b/o Peter M. Scripps, created under agreement dated February 10, 1977
By:  

/s/ Anne M. La Dow

  Name:   Anne M. La Dow
  Title:   Co-Trustee
By:  

/s/ Paul K. Scripps

  Name:   Paul K. Scripps
  Title:   Co-Trustee
John P. Scripps Trust Exempt Trust, created under agreement dated February 10, 1977
By:  

/s/ Anne M. La Dow

  Name:   Anne M. La Dow
  Title:   Co-Trustee
By:  

/s/ Paul K. Scripps

  Name:   Paul K. Scripps
  Title:   Co-Trustee
Barmonde McCabe Dynasty Trust, dated March 12, 2020
By:   Miramar Fiduciary Corporation, as Trustee
By:  

/s/ Paul D. Quandt

  Name:   Paul D. Quandt,
  Title:   Secretary & Senior Trust Officer

/s/ Brittany J. Scripps

Brittany J. Scripps

 

[Signature Page to Voting Agreement]


/s/ Charles L. Barmonde

Charles L. Barmonde
CES Two-Year (6/2/20) SSP GRAT
By:  

/s/ Charles E. Scripps, Jr.

  Name:   Charles E. Scripps, Jr.
  Title:   Trustee
Cody V. DuBuc Trust, dated March 1, 2016
By:  

/s/ Cody V. DuBuc

  Name:   Cody V. DuBuc
  Title:   Co-Trustee
By:  

/s/ Molly E. DuBuc

  Name:   Molly E. DuBuc (f/k/a Molly E. Ezen)
  Title:   Co-Trustee
CSG Two-Year (7/10/20) SSP GRAT
By:  

/s/ Corina S. Granado

  Name:   Corina S. Granado
  Title:   Trustee
Corina S. Granado Trust, dated October 6, 1992, as thereafter amended or restated
By:  

/s/ Corina S. Granado

  Name:   Corina S. Granado
  Title:   Trustee
CJS Two-Year (6/2/20) SSP GRAT
By:  

/s/ Cynthia J. Scripps

  Name:   Cynthia J. Scripps
  Title:   Trustee

 

[Signature Page to Voting Agreement]


Douglas A. Evans 2017 Trust dated August 24, 2017
By:  

/s/ Douglas A. Evans

  Name:   Douglas A. Evans
  Title:   Trustee
EMS Two-Year (6/2/20) SSP GRAT
By:  

/s/ Eaton M. Scripps

  Name:   Eaton M. Scripps
  Title:   Trustee
EWS Jr. Two-Year (6/2/20) SSP GRAT
By:  

/s/ Edward W. Scripps, Jr.

  Name:   Edward W. Scripps, Jr.
  Title:   Trustee
ELI Two-Year (6/2/20) SSP GRAT
By:  

/s/ Eli W. Scripps

  Name:   Eli W. Scripps
  Title:   Trustee
EAL Two-Year (6/2/20) SSP GRAT
By:  

/s/ Elizabeth A. Logan

  Name:   Elizabeth A. Logan
  Title:   Trustee

/s/ Elizabeth Scripps

Elizabeth Scripps
Ellen M. Scripps Revocable Trust, dated April 17, 2014, as thereafter amended or restated (f/k/a The Ellen M. Scripps Kaheny Revocable Trust)

 

[Signature Page to Voting Agreement]


By:  

/s/ Ellen M. Scripps

  Name:   Ellen M. Scripps
  Title:   Trustee

/s/ Eva Scripps Attal

Eva Scripps Attal (a/k/a Eve Scripps Attal)
GJS Two-Year (6/2/20) SSP GRAT
By:  

/s/ Gerald J. Scripps

  Name:   Gerald J. Scripps
  Title:   Trustee
J. Sebastian Scripps 2016 Amended and Restated Revocable Trust, dated 2/3/2016 (f/k/a J. Sebastian Scripps 2008 Revocable Trust, dated December 12, 2008, a/k/a J. Sebastian Scripps Revocable Trust)
By:  

/s/ J. Sebastian Scripps

  Name:   J. Sebastian Scripps
  Title:   Trustee

/s/ Jessica L. Hoerster

Jessica L. Scripps (n/k/a Jessica L. Hoerster)
JRS Two-Year (6/4/20) SSP GRAT
By:  

/s/ Jimmy R. Scripps

  Name:   Jimmy R. Scripps
  Title:   Trustee
John Peter Scripps 2013 Revocable Trust, dated December 20, 2013
By:  

/s/ John P. Scripps

  Name:   John P. Scripps
  Title:   Trustee

 

[Signature Page to Voting Agreement]


/s/ John Patrick Scripps

John Patrick Scripps
JLS Two-Year (6/2/20) SSP GRAT
By:  

/s/ Jonathan L. Scripps

  Name:   Jonathan L. Scripps
  Title:   Trustee

/s/ Keon Korey Vasquez

Keon Korey Vasquez

/s/ Manuel E. Granado

Manuel E. Granado
Margaret Scripps Klenzing Trust, dated October 5, 1992, as thereafter amended or restated
By:  

/s/ Margaret Scripps Klenzing

  Name:   Margaret Scripps Klenzing
  Title:   Trustee
Marilyn Joy Scripps Revocable Trust (f/k/a Marilyn S. Wade Revocable Trust) dated January 13, 2001, as thereafter amended or restated
By:  

/s/ Marilyn J. Scripps

  Name:   Marilyn J. Scripps
  Title:   Trustee
MSS Two-Year (6/2/20) SSP GRAT
By:  

/s/ Mary Ann S. Sanchez

  Name:   Mary Ann S. Sanchez
  Title:   Trustee
MMP Two-Year (6/30/20) SSP GRAT

 

[Signature Page to Voting Agreement]


By:  

/s/ Mary M. Peirce

  Name:   Mary M. Peirce
  Title:   Trustee

/s/ Maxwell Christopher Logan

Maxwell Christopher Logan
The Megan S. Tagliaferri Separate Property Trust, dated October 14, 2008
By:  

/s/ Megan Scripps Tagliaferri

  Name:   Megan Scripps Tagliaferri
  Title:   Trustee
Molly E. McCabe Trust, dated July 9, 2008
By:  

/s/ Molly E. McCabe

  Name:   Molly E. McCabe
  Title:   Trustee
Monica Ortega Holcomb Revocable Trust dated February 26, 2018
By:  

/s/ Monica Ortega Holcomb

  Name:   Monica Ortega Holcomb
  Title:   Trustee
Robert P. Scripps, Jr. Irrevocable Trust for the benefit of Monica Holcomb
BY:   Miramar Fiduciary Corporation, as Trustee
By:  

/s/ Paul D. Quandt

  Name:   Paul D. Quandt,
  Title:   Secretary & Senior Trust Officer
John P. Scripps Trust f/b/o Ellen McRae Scripps, created under agreement dated December 27, 1984

 

[Signature Page to Voting Agreement]


By:  

/s/ Paul K. Scripps

  Name:   Paul K. Scripps
  Title:   Trustee

/s/ Peggy Evans

Peggy Evans
Survivor’s Trust of the La Dow Family Trust, created under agreement dated June 29, 2004
By:  

/s/ Peter R. La Dow

  Name:   Peter R. La Dow
  Title:   Trustee
Robert Michael Scagliotti Trust dated June 29, 2012, as thereafter amended or restated
By:  

/s/ Robert Michael Scagliotti

  Name:   Robert Michael Scagliotti
  Title:   Trustee

/s/ Raymundo H. Granado, Jr.

Raymundo H. Granado, Jr.
RSB Two-Year (6/2/20) SSP GRAT
By:  

/s/ Rebecca S. Brickner

  Name:   Rebecca S. Brickner
  Title:   Trustee

/s/ Robert Samuel Heidt III

Robert Samuel Heidt III
Samantha Jean Brickner Trust dated October 12, 2017
By:  

/s/ Samantha J. Brickner

  Name:  

Samantha J. Brickner

 

[Signature Page to Voting Agreement]


  Title:   Trustee

/s/ Samuel J. Logan

Samuel J. Logan

/s/ Savannah M. Brickner

Savannah M. Brickner

/s/ Shannon L. Scripps Howard

Shannon L. Scripps Howard

/s/ Vanessa L. Sanchez

Vanessa L. Sanchez

/s/ Veronica E. Sanchez

Veronica E. Sanchez
Virginia S. Vasquez Trust, dated October 6, 1992, as thereafter amended or restated
By:  

/s/ Virginia S. Vasquez

  Name:   Virginia S. Vasquez
  Title:   Trustee
Robert P. Scripps, Jr. Irrevocable Trust for the benefit of Jacqueline Scripps
BY:   Miramar Fiduciary Corporation, as Trustee
By:  

/s/ Paul D. Quandt

  Name:   Paul D. Quandt,
  Title:   Secretary & Senior Trust Officer
Robert P. Scripps, Jr. Irrevocable Trust for the benefit of Robert P. Scripps, IV

 

[Signature Page to Voting Agreement]


BY:   Miramar Fiduciary Corporation, as Trustee
By:  

/s/ Paul D. Quandt

  Name:   Paul D. Quandt,
  Title:   Secretary & Senior Trust Officer
Wesley W. Scripps Trust, dated October 2, 2012, as restated on May 5, 2016, as thereafter amended or restated
By:  

/s/ Wesley W. Scripps

  Name:   Wesley W. Scripps
  Title:   Trustee
WAS Two-Year (6/2/20) SSP GRAT
By:  

/s/ William A. Scripps

  Name:   William A. Scripps
  Title:   Trustee
Scripps Family 1992 Revocable Trust, dated June 9, 1992
By:  

/s/ William H. Scripps

  Name:   William H. Scripps
  Title:   Co-Trustee
By:  

/s/ Kathy Scripps

  Name:   Kathy Scripps
  Title:   Co-Trustee

 

[Signature Page to Voting Agreement]


SCHEDULE A

 

Name of Stockholder

   Number of
Common Voting
Shares
 

Miramar Fiduciary Corporation, as trustee of the Adam R. Scripps Trust u/a dtd October 5, 1992, as thereafter amended and restated

     534,666  

Anne La Dow, as trustee of the Anne M. La Dow Trust under Agreement dated October 27, 2011

     39,552  

Austin Scripps Heidt

     1  

Barbara Scripps Evans (n/k/a Victoria Scripps Evans), Anne La Dow, and Paul K. Scripps, as co-trustees of the John P. Scripps Trust f/b/o Barbara Scripps Evans, created under agreement dated February 10, 1977

     232,678  

Barbara Scripps Evans (n/k/a Victoria Scripps Evans), Anne La Dow, and Paul K. Scripps, as co-trustees of the John P. Scripps Trust f/b/o Paul K. Scripps, created under agreement dated February 10, 1977

     232,678  

Barbara Scripps Evans (n/k/a Victoria Scripps Evans), Anne La Dow, and Paul K. Scripps, as co-trustees of the John P. Scripps Trust f/b/o Peter M. Scripps, created under agreement dated February 10, 1977

     232,678  

Barbara Scripps Evans (n/k/a Victoria Scripps Evans), Anne La Dow, and Paul K. Scripps, as co-trustees of the John P. Scripps Trust Exempt Trust, created under agreement dated February 10, 1977

     32,921  

Miramar Fiduciary Corporation, as trustee of the Barmonde McCabe Dynasty Trust, dated March 12, 2020

     534,666  

Brittany Jean Scripps

     10  

Charles L. Barmonde

     51,000  

Charles E. Scripps, Jr., as trustee of the CES Two-Year (6/2/20) SSP GRAT

     617,315  

Cody V. DuBuc and Molly E. Ezen, as co-trustees of the Cody V. Dubuc Trust, dated March 1, 2016

     7,000  

Corina S. Granado, as trustee of the CSG Two-Year (7/10/20) SSP GRAT

     245,861  

Corina S. Granado, as trustee of the Corina S. Granado Trust, dated October 6, 1992, as thereafter amended or restated

     20,972  

Cynthia J. Scripps, as trustee of the CJS Two-Year (6/2/20) SSP GRAT

     267,333  

Douglas A. Evans, as trustee of the Douglas A. Evans 2017 Trust dated August 24, 2017

     40,884  

Eaton M. Scripps, as trustee of the EMS Two-Year (6/2/20) SSP GRAT

     617,317  

Edward W. Scripps, Jr., as trustee of the EWS Jr. Two-Year (6/2/20) SSP GRAT

     617,296  

Eli W. Scripps, as trustee of the ELI Two-Year (6/2/20) SSP GRAT

     89,111  

Elizabeth A. Logan, as trustee of the EAL Two-Year (6/2/20) SSP GRAT

     267,331  

Elizabeth Scripps

     2  

Ellen M. Scripps, as trustee of the Ellen M. Scripps Revocable Trust, dated April 17, 2014, as thereafter amended or restated (f/k/a The Ellen M. Scripps Kaheny Revocable Trust)

     35,412  

Eva Scripps Attal (a/k/a Eve Scripps Attal)

     273,826  

Gerald J. Scripps, as trustee of the GJS Two-Year (6/2/20) SSP GRAT

     92,000  

J. Sebastian Scripps as trustee of the J. Sebastian Scripps 2016 Amended and Restated Revocable Trust dated 2/3/2016 (f/k/a J. Sebastian Scripps 2008 Revocable Trust dated December 12, 2008, a/k/a J. Sebastian Scripps Revocable Trust)

     534,664  

Jessica L. Scripps (n/k/a Jessica L. Hoerster)

     1  

Jimmy R. Scripps, as trustee of the JRS Two-Year (6/4/20) SSP GRAT

     534,664  

John P. Scripps, as trustee of the John Peter Scripps 2013 Revocable Trust dtd December 20, 2013

     57,931  

John Patrick Scripps

     1  

 

A-1


Name of Stockholder

   Number of
Common Voting
Shares
 

Jonathan L. Scripps, as trustee of the JLS Two-Year (6/2/20) SSP GRAT

     89,111  

Keon Korey Vasquez

     100  

Manuel E. Granado

     100  

Margaret Scripps Klenzing, as trustee of the Margaret Scripps Klenzing Trust, dated October 5, 1992, as thereafter amended or restated

     267,329  

Marilyn J. Scripps, as trustee of the Marilyn Joy Scripps Revocable Trust (f/k/a Marilyn S. Wade Revocable Trust), under agreement dated January 13, 2001, as thereafter amended or restated

     267,333  

Mary Ann S. Sanchez, as trustee of the MSS Two-Year (6/2/20) SSP GRAT

     267,133  

Mary M. Peirce, as trustee of the MMP Two-Year (6/30/20) SSP GRAT

     215,333  

Maxwell Christopher Logan

     1  

Megan Scripps Tagliaferri, as Trustee of The Megan S. Tagliaferri Separate Property Trust, dated October 14, 2008

     267,333  

Molly E. McCabe, as Trustee of the Molly E. McCabe Trust, dated July 9, 2008

     267,333  

Monica Ortega Holcomb, as trustee of the Monica Ortega Holcomb Revocable Trust dated February 26, 2018

     150  

Miramar Fiduciary Corporation, as trustee of the Robert P. Scripps, Jr. Irrevocable Trust for the benefit of Monica Holcomb

     41,128  

Paul K. Scripps, as trustee of the John P. Scripps Trust f/b/o Ellen McRae Scripps, created under agreement dated December 27, 1984

     22,520  

Peggy Evans

     2  

Peter R. La Dow, as trustee of the Survivor’s Trust of the La Dow Family Trust, created under agreement dated June 29, 2004

     271,237  

Robert Michael Scagliotti, as trustee of the Robert Michael Scagliotti Trust dated June 29, 2012, as thereafter amended or restated

     267,283  

Raymundo H. Granado, Jr.

     100  

Rebecca S. Brickner, as trustee of the RSB Two-Year (6/2/20) SSP GRAT

     267,183  

Robert Samuel Heidt III

     1  

Samantha J. Brickner, as trustee of the Samantha Jean Brickner Trust dated October 12, 2017

     50  

Samuel J. Logan

     1  

Savannah M. Brickner

     50  

Shannon L. Scripps Howard

     10  

Vanessa L. Sanchez

     100  

Veronica E. Sanchez

     100  

Virginia S. Vasquez, as trustee of the Virginia S. Vasquez Trust, dated October 6, 1992, as thereafter amended or restated

     266,983  

Miramar Fiduciary Corporation, as trustee of the Robert P. Scripps, Jr. Irrevocable Trust for the benefit of Jacqueline Scripps

     246,769  

Miramar Fiduciary Corporation, as trustee of the Robert P. Scripps, Jr. Irrevocable Trust for the benefit of Robert P. Scripps, IV

     246,769  

Wesley W. Scripps, as trustee of the Wesley W. Scripps Trust, dated October 2, 2012, as restated on May 5, 2016, as thereafter amended or restated

     100  

William A. Scripps, as trustee of the WAS Two-Year (6/2/20) SSP GRAT

     534,466  

William H. Scripps and Kathy Scripps, as co-trustees of the Scripps Family 1992 Revocable Trust, dated June 9, 1992

     534,666  

 

A-2

EX-2

Exhibit 2

ADDITION OF PARTY TO THE SCRIPPS FAMILY AGREEMENT

WHEREAS, the Scripps Family Agreement, originally dated October 15, 1992, as amended and restated as of May 19, 2015 and further amended on March 29, 2017 (the “Family Agreement”), provides that the Family Agreement shall become effective on the termination of The Edward W. Scripps Trust;

WHEREAS, The Edward W. Scripps Trust terminated on October 18, 2012;

WHEREAS, Adam R. Scripps, a party to the Family Agreement, transferred Common Voting Shares of The E.W. Scripps Company that are subject to the terms of the Family Agreement to Adam R. Scripps Trust u/a dated October 5, 1992, as restated May 6, 2009 and recently amended March 16, 2017 (the “Adam Scripps Trust”);

WHEREAS, Section 7(a)(ii)(2) of the Family Agreement provides that a party to the Family Agreement may transfer Common Voting Shares held subject to the Family Agreement to a trust for his benefit, provided that the trustees are required to vote and dispose of such Common Voting Shares at the direction of one or more Family Descendants;

WHEREAS, prior to Adam R. Scripps’ death, the Adam Scripps Trust was revocable;

WHEREAS, upon Adam R. Scripps’ death in May 2019, the Adam Scripps Trust became irrevocable, and Mary Ann Sanchez, a Family Descendant, became Family Voter and Family Agent of the Adam Scripps Trust with authority as to the voting and disposition of the Common Voting Shares;

WHEREAS, the Family Agreement and the Adam Scripps Trust require that the trustee of, and any Family Descendant with power over the Common Voting Shares held by, the Adam Scripps Trust must become a party to the Family Agreement;

WHEREAS, the Adams Scripps Trust desires to become a party to the Family Agreement;

WHEREAS, Ms. Sanchez, as a party to the Scripps Family Agreement in her individual capacity desires to confirm her agreement to comply with the Scripps Family Agreement with respect to the Common Voting Shares held by the Adam Scripps Trust;

NOW THEREFORE, the Adam Scripps Trust and Ms. Sanchez each agree as follows:

 

1.

Each of the Adam Scripps Trust and Ms. Sanchez shall be bound by the terms of the Family Agreement with respect to any Common Voting Shares of The E.W. Scripps Company that the Adam Scripps Trust may own.

 

2.

The Adam Scripps Trust shall be considered a party to the Family Agreement as of the date hereof.


3.

All Common Voting Shares owned by the Adam Scripps Trust shall bear the legend specified in Section 12(a) of the Family Agreement.

[Signature page follows]


Executed this 27th day of August, 2019.

 

Adam R. Scripps Trust u/a dated October 5, 1992, as restated May 6, 2009 and recently amended March 16, 2017
By:   Miramar Fiduciary Corporation, as Trustee

/s/ Paul D. Quandt

Paul D. Quandt, Secretary and Senior Trust Officer

/s/ Mary Ann S. Sanchez

Mary Ann Sanchez, as Trust Advisor