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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (1) | 03/19/2012 | A(2) | 5,400 (2) | (1) | (1) | Class A Common Stock | 5,400 | $ 0 | 41,852 | D | ||||
| Stock Appreciation Right (3) | $ 13.31 | (4) | 02/16/2017 | Class B Common Stock | 42,000 | 42,000 | D | ||||||||
| Stock Appreciation Right (3) | (5) | (4) | 02/16/2017 | Class B Common Stock | 15,000 | 15,000 | D | ||||||||
| Stock Appreciation Right (6) | $ 7.57 | (7) | 02/15/2018 | Class B Common Stock | 43,000 | 43,000 | D | ||||||||
| Stock Appreciation Right (6) | (8) | (7) | 02/15/2018 | Class B Common Stock | 22,000 | 22,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LEAHY MARY HILL JOURNAL COMMUNICATIONS INC 333 WEST STATE STREET MILWAUKEE, WI 53203 |
* (see title noted below) | |||
| /s/ Russell E. Ryba, Attorney-in-Fact for Mary Hill Leahy | 03/21/2012 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The Class B Common Stock is convertible into Class A Common Stock (subject to certain limitations specified in the Issuer's Amended and Restated Articles of Incorporation) on a 1-for-1 basis at no cost. |
| (2) | Restricted stock granted March 19, 2012 to the reporting person under the Journal Communications, Inc. 2007 Omnibus Incentive Plan. The restricted stock vests and becomes exercisable as follows: 33% on March 19, 2013, 33% on March 19, 2014 and 34% on March, 2015. |
| (3) | The stock appreciation right was granted February 16, 2007 to the reporting person under the Journal Communications, Inc. 2003 Equity Incentive Plan. |
| (4) | The stock appreciation right vests and becomes exercisable in three equal annual installments on February 16, 2008, 2009 and 2010. |
| (5) | The stock appreciation right has an escalating base value which starts with $13.31, the closing price of the Company's Class A Common Stock on the date of grant, and increases by 6% per year for each year that the stock appreciation right remains outstanding, starting on the first anniversary of the grant date. |
| (6) | The stock appreciation right was granted February 15, 2008 to the reporting person under the Journal Communications, Inc. 2007 Omnibus Incentive Plan. |
| (7) | The stock appreciation right vests and becomes exercisable in three equal annual installments on February 15, 2009, 2010 and 2011. |
| (8) | The stock appreciation right has an escalating base value which starts with $7.57, the closing price of the Company's Class A Common Stock on the date of grant, and increases by 6% per year for each year that the stock appreciation right remains outstanding, starting on the first anniversary of the grant date. |
| Remarks: * Senior Vice President, General Counsel, Chief Compliance Officer & Secretary | |