UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. 1)*
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The E.W. Scripps Company
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(Name of Issuer)
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Class A Common Shares,
par value $0.01 per share
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(Title of Class of Securities)
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811054402
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(CUSIP Number)
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December 31, 2013
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(Date of Event which Requires Filing of this Statement)
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Southpoint Master Fund, LP
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Cayman Islands
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
100,000 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
100,000 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
100,000 shares)
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
0.23%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
PN (Limited Partnership)
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Southpoint Capital Advisors LP
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
100,000 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
100,000 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
100,000 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
0.23%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
PN (Limited Partnership)
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Southpoint Capital Advisors LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
100,000 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
100,000 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
100,000 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
0.23%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Southpoint GP, LP
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
100,000 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
100,000 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
100,000 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
0.23%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
PN (Limited Partnership)
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Southpoint GP, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
100,000 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
100,000 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
100,000 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
0.23%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
John S. Clark II
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
United States
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
100,000 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
100,000 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
100,000 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
0.23%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
IN
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Item 1.
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(a)
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Name of Issuer
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The E.W. Scripps Company
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(b)
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Address of Issuer’s Principal Executive Offices
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312 Walnut Street
Cincinnati, OH 45202
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Item 2.
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(a)
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Name of Person Filing
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Southpoint Master Fund, LP
Southpoint Capital Advisors LP
Southpoint Capital Advisors LLC
Southpoint GP, LP
Southpoint GP, LLC
John S. Clark II
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(b)
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Address of Principal Business Office or, if none, Residence
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1114 Avenue of the Americas, 22nd Floor
New York, NY 10036
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(c)
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Citizenship
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Southpoint Master Fund, LP - Cayman Islands
Southpoint Capital Advisors LP - Delaware
Southpoint Capital Advisors LLC - Delaware
Southpoint GP, LP - Delaware
Southpoint GP, LLC - Delaware
John S. Clark II - United States
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(d)
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Title of Class of Securities
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Class A Common Shares, $0.01 par value per share
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(e)
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CUSIP Number
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811054402
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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[ ]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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[ ]
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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[ ]
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Insurance Company as defined in Section 3(a)(19) of the Act
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(d)
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[ ]
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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[ ]
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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[ ]
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A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
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(k)
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[ ]
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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Item 4.
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Ownership***
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(a)
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Amount Beneficially Owned***
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Southpoint Master Fund, LP - 100,000 shares
Southpoint Capital Advisors LP - 100,000 shares
Southpoint Capital Advisors LLC - 100,000 shares
Southpoint GP, LP - 100,000 shares
Southpoint GP, LLC - 100,000 shares
John S. Clark II - 100,000 shares
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(b)
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Percent of Class
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Southpoint Master Fund, LP - 0.23%
Southpoint Capital Advisors LP - 0.23%
Southpoint Capital Advisors LLC - 0.23%
Southpoint GP, LP - 0.23%
Southpoint GP, LLC - 0.23%
John S. Clark II - 0.23%
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote
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Southpoint Master Fund, LP - 0 shares
Southpoint Capital Advisors LP - 0 shares
Southpoint Capital Advisors LLC - 0 shares
Southpoint GP, LP - 0 shares
Southpoint GP, LLC - 0 shares
John S. Clark II - 0 shares
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(ii)
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shared power to vote or to direct the vote
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Southpoint Master Fund, LP - 100,000 shares
Southpoint Capital Advisors LP - 100,000 shares
Southpoint Capital Advisors LLC - 100,000 shares
Southpoint GP, LP - 100,000 shares
Southpoint GP, LLC - 100,000 shares
John S. Clark II - 100,000 shares
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(iii)
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sole power to dispose or to direct the disposition of
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Southpoint Master Fund, LP - 0 shares
Southpoint Capital Advisors LP - 0 shares
Southpoint Capital Advisors LLC - 0 shares
Southpoint GP, LP - 0 shares
Southpoint GP, LLC - 0 shares
John S. Clark II - 0 shares
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(iv)
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shared power to dispose or to direct the disposition of
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Southpoint Master Fund, LP - 100,000 shares
Southpoint Capital Advisors LP - 100,000 shares
Southpoint Capital Advisors LLC - 100,000 shares
Southpoint GP, LP - 100,000 shares
Southpoint GP, LLC - 100,000 shares
John S. Clark II - 100,000 shares
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
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Item 10.
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Certification
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Exhibits
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Exhibit
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99.1
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Joint Filing Agreement by and among the Reporting Persons, incorporated by reference to Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on September 3, 2013.
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SOUTHPOINT MASTER FUND, LP
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By: Southpoint GP, LP, its General Partner
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By: Southpoint GP, LLC, its General Partner
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By: /s/ John S. Clark II
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John S. Clark II, Managing Member
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SOUTHPOINT CAPITAL ADVISORS LP
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By: Southpoint Capital Advisors LLC,
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its General Partner
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By: /s/ John S. Clark II
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John S. Clark II, Managing Member
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SOUTHPOINT CAPITAL ADVISORS LLC
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By: /s/ John S. Clark II
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John S. Clark II, Managing Member
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SOUTHPOINT GP, LP
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By: Southpoint GP, LLC,
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its General Partner
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By: /s/ John S. Clark II
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John S. Clark II, Managing Member
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SOUTHPOINT GP, LLC
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By: /s/ John S. Clark II
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John S. Clark II, Managing Member
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/s/ John S. Clark II
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John S. Clark II, Individually
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