1. Name and Address of Reporting Person
SMULYAN, JEFFREY H.
40 Monument Circle
Suite 700
Indianapolis, IN 46204
USA
2. Issuer Name and Ticker or Trading Symbol
Emmis Communications Corporation
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Day/Year
02/19/2003
5. If Amendment, Date of Original (Month/Day/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
(X) Director (X) 10% Owner
(X) Officer (give title below) ( ) Other (specify below)
Chairman and CEO
7. Individual or Joint/Group Filing (Check Applicable Line)
(X) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
TABLE I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
+------------------------------+----------+----------+---------+--------------------------+--------------+-----------+------------+
|1. Title of Security |2. Trans- |2A.Execu- |3. Trans-|4. Securities Acquired (A)|5. Amount of |6. Owner- |7. Nature |
| | action | action | action| or Disposed of (D) |Securities | ship | of In- |
| | Date | Date | Code | |Beneficially | Form: | direct |
| | | | | |Owned | Direct | Bene- |
| | (Month/ | (Month/ | | |Following | (D) or | ficial |
| | Day/ | Day/ +-----+---+-----------+---+----------+Reported | Indirect| Owner- |
| | Year) | Year) |Code |V |Amount |A/D|Price |Transaction(s)| (I) | ship |
+------------------------------+----------+----------+-----+---+-----------+---+----------+--------------+-----------+------------+
Class A Common Stock 111097 D
Class A Common Stock 3537.1 I By Profit
Sharing Plan
Class A Common Stock 259.2465 I By 401(k)
Plan
TABLE II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
+----------+--------+-------+-------+---------+-----------+---------------------+----------------+----------+-------+-------+------+
|1. |2. |3. |3A. |4. |5. |6. |7. |8. |9. |10. |11. |
| | | | | | | | | |Number |Owner- | |
| | | | | | | | | |of |ship | |
| | | | | | | | | |Deriv- |Form of| |
| | | | | | | |Title and Amount| |ative |Deriv- | |
| | | | | | | |of Underlying | |Secur- |ative |Nature|
| |Conver- |Trans- |Execu- | |Number of | |Securities | |ities |Secur- |of |
| |sion or |action |tion | |Derivative |Date Exercisable +-------+--------+ |Benefi-|ity: |In- |
| |Exercise|Date |Date | |Securities |and Expiration Date | |Amount | |cially |Direct |direct|
| |Price of| | |Transac- |Acquired(A)|(Month/Day/Year) | |or | |Owned |(D) or |Bene- |
|Title of |Deriv- |(Month/|(Month/|tion Code|Disposed(D)+----------+----------+ |Number |Price of | |In- |ficial|
|Derivative|ative | Day/ | Day/ +------+--+-----+-----+Date Exer-|Expira- | |of |Derivative| |direct |Owner-|
|Security |Security|Year) |Year) |Code |V |(A) |(D) |cisable |tion Date |Title |Shares |Security | |(I) |ship |
+----------+--------+-------+-------+------+--+-----+-----+----------+----------+-------+--------+----------+-------+-------+------+
Class B $0 02/14/2 A 8732 Class A 8732 $0.0000 5011192 D
Common 003 Common
Stock Stock
Employee $7.75 06/29/2004 Class A 200000 D
Stock Opt. Common
Right to Stock
Buy
Employee $16.5 11/11/2006 Class A 160000 D
Stock Opt. Common
Right to Stock
Buy
Employee $28.25 10/23/2009 Class A 1000000 D
Stock Opt. Common
Right to Stock
Buy
Explanation of Responses:
In accordance with the Company's Articles of Incorporation, the Class B Common
Stock is convertable on a one-for-one basis with the Class A Common Stock. Upon
disposition by Mr. Smulyan any shares of Class B Common Stock automatically
convert into shares of Class A Common Stock.
Restricted stock issued pursuant to the Company's Stock Compensation Program
under the 2002 Equity Incentive Plan. The shares vest bi-weekly through
December 2003 and, to the extent vested, will be freed from all restrictions in
January 2004. Shares listed are based on a percentage of the named executive's
estimated cash compensation, excluding bonus, during calendar year 2003. Since
the number of shares awarded in January 2004 is to be based upon the executive's
actual cash compensation during the calendar year 2003, the number of shares
actually awarded in January 2004 may vary.
Upon exercise of the Option, Mr. Smulyan receives Class B Common Stock. The
Class B Common Stock is a derivative security of the Class A Common Stock.
The grant agreement provides for accelerated vesting of options to purchase
200,000 shares for each fiscal year in which certain performance targets are
met. Thus options to purchase 200,000 shares may vest on March 1, 2000, 2001,
2002, 2003 and 2004. Any options that have not previously vested will vest on
March 1, 2006. Upon exercise of the Option, Mr. Smulyan receives Class B Common
Stock. The Class B Common Stock is a derivative security of the Class A Common
Stock.
SIGNATURE OF REPORTING PERSON
/s/ J. Scott Enright
DATE
02/18/2003