The directors and officers of Emmis Communications Corporation join me in extending toinviting you a cordial invitation to attend a specialthe annual meeting of our shareholders.  This meeting will be heldshareholders on ,Thursday, July 7, 2016, at 10:00 a.m., local time, at our headquarters, One Emmis Plaza, 40 Monument Circle, Indianapolis, IndianaIN 46204.

We hope that you will attend this meeting. Whether or not you attend, we urge you to returnsubmit your proxy promptly in the postage paid envelope provided.  After returningpromptly. Even after submitting the proxy, you may, of course, vote in person on all matters brought before the meeting.

We look forward to seeing you on ,Thursday, July 7, 2016.

The specialannual meeting of the shareholders of Emmis Communications Corporation will be held on ,Thursday, July 7, 2016, at 10:00 a.m., local time, at One Emmis Plaza, 40 Monument Circle, Indianapolis, IndianaIN 46204.

Holders of our Class A common stock par value $0.01 per share (the “Class A Common Stock”), and Class B common stock, par value $0.01 per share (“Class B Common Stock,” and, together with the Class A Common Stock, the “Common Stock”), voting together as a single class, and the holders of our 6.25% Series A Non-Cumulative Convertible Preferred Stock, par value $0.01 per share (the “Preferred Stock”), voting as a separate class, will be asked to consider and vote on the following matters:

We describe each of these proposals in more detail in the following proposals to amend the terms of the Preferred Stock (the “Proposed Amendments”) that are set forth in our second amended and restated articles of incorporation (the “Articles of Incorporation”): (i) to add a provision that will cause a mandatory conversion of all issued and outstanding shares of Preferred Stock into Class A Common Stock of the company at a ratio of 2.80 shares of Class A Common Stock for each share of Preferred Stock, effective as of the fifth business day after any delisting of the Preferred Stock from Nasdaq is effective and (ii) to change the conversion ratio for optional conversions of shares of Preferred Stock into Class A Common Stock to 2.80 shares of Class A Common Stock for each share of Preferred Stock.  The implementation of each proposal is conditioned on shareholder approval of the other proposal.

Only shareholders of the proposals to adopt the Proposed Amendments are expected to be approved by the holders of the Common Stock and Preferred Stock based on the terms of the Settlement and Release Agreement, dated as of December 3, 2015 (the “Settlement and Release Agreement”), which we entered into with holders of approximately 80% of the outstanding shares of Preferred Stock as of December 1, 2015 (the “Preferred Group”), pursuant to which (i) the Preferred Group agreed to vote its shares of Preferred Stock in favor of the proposals to adopt the Proposed Amendments, and (ii) Mr. Jeffrey H. Smulyan agreed to vote his shares of Common Stock in favor of the proposals to adopt the Proposed Amendments.

This Proxy Statement includes or incorporates “forward-looking statements,” as defined in the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).amended. You can identify these forward-looking statements by our use of words such as “intend,” “plan,” “may,” “will,” “project,” “estimate,” “anticipate,” “believe,” “expect,” “continue,” “potential,” “opportunity” and similar expressions, whether in the negative or affirmative. Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the company to be materially different from any future result, performance or achievement expressed or implied by such forward-looking statement. Such factors include, among others:

In addition, the forward-looking statements do not reflect the potential impact of any future acquisitions, mergers or dispositions. We undertake no obligation to update or revise any forward-looking statements because of new information, future events or otherwise.

Three directors were named as defendants in a lawsuit filed April 16, 2012are to be elected by certainthe holders of Preferred Stock (the Preferred Group) in the United States District Courtcommon stock. James M. Dubin, Greg A. Nathanson and Jeffrey H. Smulyan have each been nominated for the Southern Districta term of Indiana entitled Corre Opportunities Fund, LP, et al. v. Emmis Communications Corporation, et al.  The plaintiffs alleged, among other things, that the companythree years and the other defendants violated various provisions of the federal securities lawsuntil their respective successors have been elected and breached fiduciary duties in connection with the company’s entry into total return swap agreementsqualified. Messrs. Dubin, Nathanson and voting agreements with certain holders of Preferred Stock other than the Preferred Group, as well as by issuing shares of Preferred Stock to the company’s 2012 Retention Plan and Trust (the “Trust”) and entering into a voting agreement with the trustee of the Trust.  The plaintiffs also alleged that the company violated certain provisions of Indiana corporate law by directing the voting of the shares of Preferred Stock subject to the total return swap agreements (the “Swap Shares”) and the shares of Preferred Stock heldSmulyan will be elected by the Trust (the “Trust Shares”) in favor of certain proposed amendments to the company’s Articles of Incorporation (the “2012 Amendments”).

If, at the time of this annual meeting, any nominee is unable or declines to serve, the discretionary authority provided in the proxy may be asked to consider andexercised to vote on the each of the following proposals to amend the terms of the Preferred Stock that are set forth in our Articles of Incorporation: (i) to addfor a provision that will cause a mandatory conversion of all issued and outstanding shares of Preferred Stock into Class A Common Stock of the company at a ratio of 2.80 shares of Class A Common Stock for each share of Preferred Stock, effective as of the fifth business day after any delisting of the Preferred Stock from Nasdaq is effective and (ii) to change the conversion ratio for optional conversions of shares of Preferred Stock into Class A Common Stock to 2.80 shares of Class A Common Stock for each share of Preferred Stock.

Patrick M. Walsh, Age 49

Mr. Walsh became President and Chief Operating Officer in August 2015. Previously, he was Executive Vice President, Chief Financial Officer and Chief Operating Officer of Emmis, having joined Emmis in September 2006. Mr. Walsh came to Emmis from iBiquity Digital Corporation, the holdersdeveloper and licensor of Preferred Stock will be entitledHD Radio technology, where he served as Chief Financial Officer and Senior Vice President from 2002 to convert their shares2006. Prior to joining iBiquity, Mr. Walsh was a management consultant for McKinsey & Company, and served in various management positions at General Motors Acceptance Corporation and Deloitte & Touche LLP.

Directors whose terms expire in 2017:

Richard A. Leventhal, Age 69

Mr. Leventhal is President and majority owner of Preferred Stock into shares of Class A Common Stock at a rate of 2.80 shares of Class A Common Stock for each share of Preferred Stock at any time at the option of the holder.  In addition, on the fifth business day after any delisting of the Preferred Stock by Nasdaq has become effective, each outstanding share of the Preferred Stock will be automatically converted into 2.80 shares of Class A Common Stock per share of Preferred Stock.  Any accumulated but undeclared dividends on such Preferred Shares are automatically cancelled upon any such conversion.  The 2.80 share conversion ratio of the Preferred Stock arises fromLMCS, LLC, an initial conversion price of $17.857 per share of Preferred Stockinvestment, management and consulting company and is subjecta director of WastePoint, LLC, a concierge trash and recycling company. Previously, Mr. Leventhal co-owned and operated Top Value Fabrics, Inc., a wholesale fabric and textile company in Carmel, Indiana, for 27 years.

Peter A. Lund,⁽¹⁾ Age 75

Mr. Lund is a private investor and media consultant who formerly served as Chairman of Eos International, Inc., a holding company. Mr. Lund has over 40 years of broadcasting experience and most recently served as President and Chief Executive Officer of CBS Inc. and President and Chief Executive Officer of CBS Television and Cable. He was a director of The DIRECTV Group, Inc., a communications company, and Crown Media Holdings, Inc., an owner and operator of cable television channels.

Lawrence B. Sorrel, Age 57

Mr. Sorrel is Co- Founder and Managing Partner of Tailwind Capital, a growth oriented private equity firm with over $2 billion under management, where he has worked since 2003. Prior to adjustment.  The Proposed Amendments will not amend the conversion price adjustment provisionsfounding Tailwind, Mr. Sorrel was a general partner of private equity firm Welsh, Carson, Anderson & Stowe and a Managing Director of Morgan Stanley, where he was a senior executive in the Articles of Incorporation.  The consideration payable in such transactions to the holders of Preferred Stock would, following the effectiveness of the Proposed Amendments, be calculated on an as-converted basis (based on the same conversion price of $17.857 per share of Preferred Stock and subject to the conversion price adjustments set forth in the Articles of Incorporation).  If the mandatory conversion is completed, the Preferred Stock will cease to be outstanding.

Our board of directors unanimously recommends that you vote “FOR James M. Dubin, Greg A. Nathanson and Jeffrey H. Smulyan, the persons nominated by the Corporate Governance and Nominating Committee to be elected by the holders of common stock as directors.

The Corporate Governance and Nominating Committee believes that well-functioning boards consist of a diverse collection of individuals that bring a variety of complementary skills. Although the board of directors does not have a formal policy with regard to the consideration of diversity in identifying directors, diversity is one of the factors that the Corporate Governance and Nominating Committee may, pursuant to its charter, take into account in identifying director candidates. The Corporate Governance and Nominating Committee generally considers each director eligible for nomination in the broad context of the overall composition of our board of directors with a view toward constituting a board that, as a body, possesses the appropriate mix of skills and experience to oversee our business. Depending on current membership of our board of directors, the Corporate Governance and Nominating Committee also may decide to seek or give preference to a qualified candidate who is female or adds to the ethnic diversity of the board. The experience, qualifications, attributes, or skills that led the Corporate Governance and Nominating Committee to conclude that each of the members of the board of directors nominated by the Corporate Governance and Nominating Committee should serve on the board are generally described below:

Susan B. Bayh

Mrs. Bayh is a lawyer with extensive experience in corporate governance and regulatory matters. She has served as a director of several large and small companies in the highly-regulated pharmaceutical and insurance industries. Her experience as a Commissioner of the International Joint Commission of the United States and Canada also provides international relations perspective relevant to our past, and consideration of future, operations in foreign regulatory environments.

James M. Dubin

Mr. Dubin is a lawyer with over 30 years of experience advising businesses on large corporate and securities transactions. During that time, he served for 11 years as chairman of his firm’s finance committee, with responsibility for oversight of the financial affairs of an enterprise with over $500 million in revenues. He has served as a director of Carnival Corporation & PLC and Conair Corporation and as a member of Conair Corporation’s audit committee. His experience with financial markets and complex financing transactions, corporate governance and executive compensation matters, and mergers and acquisitions is helpful to us.

Gary L. Kaseff

Mr. Kaseff is a lawyer with extensive knowledge of the legal issues arising in the broadcast and publishing industries.

Richard A. Leventhal

Mr. Leventhal is the former owner and operator of a small business, with experience in financial and operational issues affecting organizations, as well as management and development experience. He also brings the perspective to the board of a substantial segment of our local advertisers.

Peter A. Lund

Mr. Lund has over 40 years of experience in the broadcasting industry, with particular concentration in the ownership and operation of radio and television stations. He is also familiar with radio and television network operations.

Greg A. Nathanson

Mr. Nathanson has extensive experience in the broadcasting industry, encompassing both individual station and network operations. He also has an insider’s view of the operation of our company, having served as an executive officer until 2000.

Jeffrey H. Smulyan

Mr. Smulyan is the founder and Chief Executive Officer of Emmis, with extensive broadcasting experience. His experience ranges from running an individual radio station to chairing significant broadcast industry groups. He has developed with the Emmis team a variety of new and highly successful radio formats that contributed to the company’s growth and sustained the company during economic downturns. As our Chief Executive Officer and a recognized industry leader, Mr. Smulyan provides the board with information about the daily operations of the company as well as strategic insights into the broadcast industry and future trends that will likely affect the company’s operations. His experiences with sports management, and as a former director of a retail company, are also valuable to the company’s programming operations and customer relations activities.

Lawrence B. Sorrel

During his career, Mr. Sorrel has served as a board member of more than 40 mid-sized businesses and has extensive experience with the purchase, sale and financing of businesses in the communications industry and with credit profiles similar to ours. Mr. Sorrel’s experience in the private equity industry adds a long-term strategic perspective to the board’s deliberations.

Patrick M. Walsh

Mr. Walsh serves as the company’s President and Chief Operating Officer. In addition to his background in finance, accounting and operations, Mr. Walsh has experience as a management consultant and has served in financial and operational capacities in a business that sold technology to the radio industry. He offers the board an inside view of the company’s finances and operations along with a strategic perspective on aspects of the radio broadcasting industry’s future.

SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT

As of April 29, 2016, there were 43,902,275 shares of our Class A common stock and 4,569,464 shares of our Class B common stock issued and outstanding. The Class A common stock is entitled to an aggregate of 43,902,275 votes and the Class B common stock is entitled to an aggregate of 45,694,640 votes. The following table shows, as of April 29, 2016, the number of shares and percentage of our Class A common stock held by each person known to us to own beneficially more than five percent of the issued and outstanding common stock, by the executive officers named in the beneficial ownership table below and our directors, and by our executive officers and directors as a group. Unless otherwise specified, the address of each person listed is: One Emmis Plaza, 40 Monument Circle, Suite 700, Indianapolis, IN 46204.

(6)

Consists of 246,446 shares owned individually by Mr. Kaseff, 3,411 shares owned by Mr. Kaseff’s spouse, 1,346 shares held by Mr. Kaseff’s spouse for the benefit of their children, 2,395 shares held in the 401(k) Plan, and 179,270 shares represented by stock options exercisable currently or within 60 days of April 29, 2016. Of the shares owned individually, 2,195 are restricted stock subject to forfeiture if certain conditions are not satisfied.

(7)

Consists of 425,083 shares owned individually, 3,000 shares owned by Mr. Leventhal’s spouse, 1,487 shares held in an IRA, 17,600 shares owned by a corporation of which Mr. Leventhal is a 50% shareholder and 193,904 shares represented by stock options exercisable currently or within 60 days of April 29, 2016. Of the shares owned individually, 4,390 are restricted stock subject to forfeiture if certain conditions are not satisfied.

(8)	Consists of 540,111 shares owned individually and 193,904 shares represented by stock options exercisable currently or within 60 days of April 29, 2016. Of the shares owned individually, 4,390 are restricted stock subject to forfeiture if certain conditions are not satisfied.

(9)

Consists of 568,119 shares owned individually or jointly with his spouse, 44,000 shares owned by trusts for the benefit of Mr. Nathanson’s children and 193,904 shares represented by stock options exercisable currently or within 60 days of April 29, 2016. Of the shares owned individually, 6,585 are restricted stock subject to forfeiture if certain conditions are not satisfied.

(10)	Consists of 547,862 shares owned individually and 193,904 shares represented by stock options exercisable currently or within 60 days of April 29, 2016. Of the shares owned individually, 4,390 are restricted stock subject to forfeiture if certain conditions are not satisfied.

(11)

Consists of 711,414 shares owned individually, 4,017 shares held in the 401(k) Plan, and 250,000 shares represented by stock options exercisable currently or within 60 days of April 29, 2016. Of the shares owned individually, 193,799 are restricted stock subject to forfeiture if certain conditions are not satisfied.

(12)

Information concerning these shares was obtained from a Schedule 13G filed February 16, 2016 by Steven D. Lebowitz, Deborah P. Lebowitz, The Steven & Deborah Lebowitz Foundation and The Lebowitz Family, LLC, all of whose addresses are 439 N. Bedford Drive, Beverly Hills, California 90210. Their ownership also includes shares owned by the Lebowitz Family Trust – 1986.

(13)	Information concerning these shares was obtained from a Schedule 13G filed May 9, 2016 by Zazove Associates, LLC, Zazove Associates, Inc. and Gene T. Pretti, all of whose addresses are 1001 Tahoe Blvd., Incline Village, Nevada 89451.

(14)	Includes 2,907,918 shares represented by stock options exercisable currently or within 60 days of April 29, 2016.

(15)

Mr. Smulyan has pledged [1,931,621] shares of Class B common stock to a financial institution. Under the terms of our articles of incorporation, if any of these shares are transferred to a third party as a result of this pledge, they would automatically convert into an equivalent number of shares of Class A common stock and thereafter be entitled to only one vote per share.

CORPORATE GOVERNANCE

General

Emmis aspires to the highest ethical standards for our employees, officers and directors, and remains committed to the interests of our shareholders and other constituents. We believe we can achieve these objectives only with a plan for corporate governance that clearly defines responsibilities, sets high standards of conduct and promotes compliance with the law. The board of directors has adopted formal corporate governance guidelines, as well as policies and procedures designed to foster the appropriate level of corporate governance. Some of these guidelines and procedures are discussed below. For further information, including electronic versions of our Code of Business Conduct and Ethics, our Corporate Governance Guidelines, our Audit Committee Charter, our Compensation Committee Charter, our Corporate Governance and Nominating Committee Charter and our Auditor Independence Policy, please visit the Corporate Governance section of our website (www.emmis.com) located under the Investors heading.

Independent Directors

Our board of directors currently consists of nine members. Of these, our board has determined that six (Mrs. Bayh and Messrs. Dubin, Leventhal, Lund, Nathanson and Sorrel) qualify as “independent directors” under the listing standards of The Nasdaq Stock Market, Inc. In addition, Emmis is a “Controlled Company” as defined in the Nasdaq listing standards because more than 50% of the company’s voting power is held by one individual. The company is, therefore, pursuant to Nasdaq Marketplace Rule 5615(c)(2), exempt from certain aspects of Nasdaq’s listing standards relating to independent directors. Nevertheless, the company has voluntarily complied with such rules and a majority of the members of the board of directors are “independent directors” under Nasdaq rules.

Code of Ethics

Emmis has adopted a Code of Business Conduct and Ethics to document the ethical principles and conduct we expect from our employees, officers and directors. A copy of our Code of Business Conduct and Ethics is available in the Corporate Governance section of our website (www.emmis.com) located under the Investors heading.

Leadership Structure, Lead Director and Risk Oversight

The Emmis bylaws provide that the chairman of the board shall be the chief executive officer of the corporation. The board believes that this structure is in the best interest of the company at this time because it makes the best use of the chief executive officer’s extensive knowledge of the company and its industry and also facilitates communication between management and the board of directors.

Our independent directors appointed Richard A. Leventhal as the “Lead Director” effective March 1, 2011. In that role, Mr. Leventhal is responsible for coordinating and leading the independent directors, presiding over executive sessions of the independent directors and acting as a liaison between the independent directors and the rest of the board of directors and Emmis management.

The board of directors expects the company’s management to take primary responsibility for identifying material risks the company faces and communicating them to the board, developing and implementing appropriate risk management strategies responsive to those risks with oversight from the board, and integrating risk management into the company’s decision-making processes. The board, through the Audit Committee on a quarterly basis and as a full board at least annually, regularly reviews information regarding the company’s credit, liquidity and operational risks as well as strategies for addressing and managing such risks. In addition, the Compensation Committee monitors the company’s compensation programs so that such programs do not encourage excessive risk-taking by company employees.

Communications with Independent Directors

Any employee, officer, shareholder or other interested party who has an interest in communicating with the Lead Director or any other Emmis independent directors regarding any matter may do so by directing communication to Mr. Leventhal as the Lead Director addressed to Lead Director, c/o Corporate Secretary, Emmis Communications Corporation, One Emmis Plaza, 40 Monument Circle, Suite 700, Indianapolis, Indiana 46204, by facsimile to (317) 684-5583, or by e-mail message toLeadDirector@emmis.com. The communication will be delivered to the independent directors as appropriate. For matters related to nominations or corporate governance, a communication should specify that it is directed to the Corporate Governance and Nominating Committee. For matters related to finance or auditing, a communication should specify that it is directed to the Audit Committee. For matters related to compensation, a communication should specify that it is directed to the Compensation Committee. Messages for any director or the board of directors as a whole may be delivered through the Lead Director as well.

Certain Committees of the Board of Directors

Our board of directors currently has several committees, including an Audit Committee, a Corporate Governance and Nominating Committee, a Compensation Committee and an Executive Committee.

Audit Committee. The Audit Committee’s primary responsibility is to engage our independent auditors and otherwise to monitor and oversee the audit process. The Audit Committee also undertakes other related responsibilities as summarized in the Report of the Audit Committee below and detailed in the Audit Committee Charter, which is available in the Corporate Governance section of our website (www.emmis.com) located under the Investors heading. The board of directors has determined that the Proposed Amendments will have a positive effect on the company’s overall capital structure, which will have a beneficial impact on holdersmembers of the Common StockAudit Committee, Richard A. Leventhal (chair), James M. Dubin, Peter A. Lund and Lawrence B. Sorrel, are independent directors under the Securities Exchange Act of 1934 and the Nasdaq listing standards. The board of directors has also determined that Lawrence B. Sorrel is an “Audit Committee financial expert” as well as holdersdefined in rules adopted under the Securities Exchange Act of Preferred Stock.  In addition,1934. The Audit Committee held four meetings during the Proposed Amendments are being proposed as contemplated by the Settlementlast fiscal year.

Corporate Governance and Release Agreement, as agreed with the Preferred Group.  Accordingly,Nominating Committee. The Corporate Governance and Nominating Committee’s primary responsibility is to assist the board of directors by (1) evaluating and assessing corporate governance issues affecting Emmis and (2) identifying individuals qualified to become members of the board of directors and recommending nominees to the board of directors for the next annual meeting of shareholders. The Corporate Governance and Nominating Committee charter is makingavailable in the Corporate Governance section of our website (www.emmis.com) located under the Investors heading. The Corporate Governance and Nominating Committee evaluates current members of the board of directors and potential candidates with respect to their independence, business, strategic and financial skills, as well as overall experience in the context of the needs of the board of directors as a recommendation thatwhole. The Corporate Governance and Nominating Committee typically concentrates its focus on candidates with the following characteristics and qualifications, though not necessarily limited thereto:

The Corporate Governance and Nominating Committee will consider and evaluate potential nominees submitted by holders of our Class A common stock to our corporate secretary on or before the Common Stock vote date for shareholder nominations specified in the “Shareholder Proposals” section of this proxy statement. These potential nominees will be considered and evaluated using the same criteria as potential nominees obtained by the Corporate Governance and Nominating Committee from other sources.

In its assessment of each potential candidate, including those recommended by shareholders, the Corporate Governance and Nominating Committee takes into account all factors it considers appropriate, which may include (a) ensuring that the board of directors, as a whole, is diverse and consists of individuals with various and relevant career experience, relevant technical skills, industry knowledge and experience, financial expertise (including expertise that could qualify a director as an “audit committee financial expert,” as that term is defined by the rules of the SEC), local or community ties, and (b) minimum individual qualifications, including strength of character, mature judgment, familiarity with our business and related industries, independence of thought and an ability to work collegially. The Corporate Governance and Nominating Committee also may consider the extent to which the candidate would fill a present need on the board of directors. Typically, after conducting an initial evaluation of a candidate, the Corporate Governance and Nominating Committee will interview that candidate if it believes the candidate might be suitable to be a director and may ask the candidate to meet with other directors and management. If the Corporate Governance and Nominating Committee believes a candidate would be a valuable addition to the board of directors, it will recommend to the full board that candidate’s nomination as a director.

The members of the Corporate Governance and Nominating Committee are Susan B. Bayh (chair), James M. Dubin and Richard A. Leventhal, all of whom are “independent directors” under Nasdaq standards. The Corporate Governance and Nominating Committee held three meetings during the last fiscal year.

Compensation Committee. The Compensation Committee provides a general review of our compensation and benefit plans to ensure that our corporate objectives are met, establishes compensation arrangements and approves compensation payments to our executive officers, and generally administers our stock option and incentive plans. The Compensation Committee’s charter is available in the Corporate Governance section of our website (www.emmis.com) located under the Investors heading. The members of the Compensation Committee are Peter A. Lund (chair), Susan B. Bayh, James M. Dubin and Lawrence B. Sorrel, all of whom are independent directors under Nasdaq standards. The Compensation Committee held six meetings during the last fiscal year.

Executive Committee. The Executive Committee has the authority to manage the business of the corporation to the same extent that the board of directors has the authority to manage the business of the corporation except to the extent that the executive committee’s powers may be limited by Ind. Code § 23-1-34-6(e). The members of the Executive Committee are Jeffrey H. Smulyan (chair), Susan B. Bayh, James M. Dubin, Richard A. Leventhal and Lawrence B. Sorrel. The Executive Committee held no meetings during the last fiscal year.

Meeting Attendance

During our last fiscal year, our board of directors held seven meetings, either in person or by telephone. Each director attended at least 75% of the aggregate of (1) the total number of meetings of our board of directors held while he or she was a director and (2) the total number of meetings held by all committees on which he or she served during the periods that he or she served on the committee.

We believe that communication between our shareholders and the members of our board of directors is enhanced by the opportunity for personal interaction at our annual meeting of shareholders. Accordingly, we encourage the members of our board of directors to attend our annual meeting of shareholders whenever possible. All of the nine members of our board of directors attended our annual meeting of shareholders held on July 9, 2015.

Compensation of Directors

Directors who are not officers of Emmis are compensated for their services at the rate of $3,000 per board of directors meeting attended in person, $1,500 per board of directors meeting attended by phone and $2,000 per committee meeting attended, whether in person or by phone. These fees are paid in the form of Class A common stock after the end of each calendar year. The per share price used for payment of these fees is established using the market value of Emmis Class A common stock prior to the end of the previous fiscal year, discounted by 20% to the extent the director attends at least 75% of the board and committee meetings applicable to the director. Each of our non-officer directors attended a sufficient number of meetings to receive the discount for the calendar year ended December 31, 2015. In addition, each director who is not an officer or employee of Emmis receives a $30,000 annual retainer, the chair of our Audit Committee receives a $10,000 annual retainer, the chair of our Compensation Committee receives a $5,000 annual retainer, the chair of our Corporate Governance and Nominating Committee receives a $3,000 annual retainer, and the Lead Director receives a $3,000 annual retainer. These annual retainers were paid in cash for fiscal 2016. In addition, directors who are not officers of Emmis are entitled to receive annually 2,195 shares of restricted stock and options to purchase 7,317 shares of Class A common stock. The options are granted on the date of our annual meeting of shareholders at the fair market value of the underlying shares on that date and are to vest annually in three equal installments. Restricted stock is also granted on the date of our annual meeting of shareholders and will vest on the earlier of the end of the director’s three-year term or the third anniversary of the date of grant. Our directors are also eligible to participate in our health insurance plan by paying the same rate charged for Continuation Coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA) of 1986. The board is currently evaluating our director compensation to ensure it is commensurate with director compensation paid to directors of other comparable companies. As part of that evaluation, the Compensation Committee awarded each director who is not an officer of the company an option to purchase 100,000 shares of our Class A common stock.

In the table below, we have set forth information regarding compensation for the fiscal year ended February 29, 2016, received by each of our directors as of February 29, 2016 who is not an officer of Emmis. The dollar amounts in the table below for stock and option awards are the grant date fair market values associated with such awards.

2016 DIRECTOR COMPENSATION TABLE

(3)	In the following table we have set forth information regarding options held by each named director as of February 29, 2016. Options vest on the earlier of the dates shown, or the day before the annual meeting for the fiscal year in which the date shown falls.

Name		Number of Shares Underlying Options #				Option Exercise Price $				Option Expiration Date		Option Vesting Date
Mr. Nathanson			100,000 7,317 7,317 7,317 7,317				0.51 1.20 2.80 2.60 1.96			1/29/2026 7/9/2025 7/10/2024 7/10/2023 11/5/2022		Will fully vest on 1/29/17 1/3 on each of 7/9/16, ’17 & ‘18 1/3 on each of 7/10/15, ’16 & ‘17 1/3 on each of 7/10/14, ’15 & ‘16 Fully Vested
			50,000				1.63			5/2/2022		Fully Vested
			7,317				1.03			7/13/2021		Fully Vested
			100,000				1.15			3/4/2021		Fully Vested
			7,317				0.48			12/17/20		Fully Vested
			7,317				0.28			7/14/19		Fully Vested
			7,317				1.70			7/15/18		Fully Vested
Mr. Sorrel			100,000 7,317 7,317 7,317 7,317				0.51 1.20 2.80 2.60 1.96			1/29/2026 7/9/2025 7/10/2024 7/10/2023 11/5/2022		Will fully vest on 1/29/17 1/3 on each of 7/9/16, ’17 & ‘18 1/3 on each of 7/10/15, ’16 & ‘17 1/3 on each of 7/10/14, ’15 & ‘16 Fully Vested
			50,000				1.63			5/2/2022		Fully Vested
			7,317				1.03			7/13/2021		Fully Vested
			100,000				1.15			3/4/2021		Fully Vested
			7,317				0.48			12/17/20		Fully Vested
			7,317				0.28			7/14/19		Fully Vested
			7,317				1.70			7/15/18		Fully Vested

Transactions with Related Persons

Prior to 2002, the Company had made certain life insurance premium payments for the benefit of Mr. Smulyan. The Company discontinued making such payments in 2001; however, pursuant to a Split Dollar Life Insurance Agreement and Limited Collateral Assignment dated November 2, 1997, the Company retains the right, upon Mr. Smulyan’s death, resignation or termination of employment, to recover all of the premium payments it had made, which total $1,119,000.

Review and Approval of Related Party Transactions

Our board of directors has adopted a written policy for review, approval and monitoring of transactions between the company and “related parties.” Related parties are directors, executive officers, nominees to become a director, any person beneficially owning more than 5% of any class of our stock, immediate family members of any of the foregoing, and any entity in which any of the forgoing persons is employed or is a general partner or principal or in which the person has a 10% or greater beneficial ownership interest. The policy covers transactions involving amounts exceeding $120,000 in which a related party had, has or will have a direct or indirect interest.

Procedures. The related party is required to notify our legal department of the facts and circumstances of any proposed related party transaction. The legal department makes an initial determination of whether the transaction is subject to the policy. If the legal department determines that the policy is applicable, the transaction is referred to our Audit Committee. Either the Audit Committee, or the chair of the Audit Committee between Audit Committee meetings, considers the facts and circumstances of the proposed transaction and determines whether to approve the transaction. The Audit Committee or the chair, as the case may be, considers, among other things:

The Audit Committee may seek bids, quotes or independent valuations from third parties in connection with assessing a related party transaction. The Audit Committee or the chair may approve only transactions that they determine are in, or are not inconsistent with, the best interest of the company.

Ratification. If a transaction that was not a related party transaction when it was entered into becomes a related party transaction, or our CEO, CFO or General Counsel become aware that a transaction that was not approved is a related party transaction, they must promptly submit the transaction for review by the Audit Committee, or the chair of the Audit Committee between Audit Committee meetings.

Annual Review. From time to time, the Audit Committee will review previously approved related party transactions that have a remaining term of six months or more or remaining amounts involved in excess of $120,000. Based on the factors described above, the Audit Committee determines whether to continue, modify or terminate the transaction.

REPORT OF THE AUDIT COMMITTEE

The following Report of the Audit Committee shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such Acts.

The Audit Committee is a separately-designated, standing committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. It is composed of four directors whom the board of directors has determined are “independent directors” as defined by Nasdaq listing standards. The Audit Committee’s responsibilities are set forth in its written charter approved by the board of directors. The charter is reviewed annually by the Audit Committee. A copy of the Audit Committee charter may be found in the Corporate Governance section of our website (www.emmis.com) located under the Investors heading. As required by Nasdaq listing standards, the Audit Committee has determined that its charter is adequate. The Audit Committee has also determined that its members meet the financial literacy requirements of Nasdaq listing standards.

Management is responsible for the company’s internal controls and the financial reporting process. The independent registered public accountants are responsible for performing an independent audit of the company’s consolidated financial statements in accordance with auditing standards generally accepted in the United States of America and to issue a report on them. The Audit Committee’s responsibility is to engage the independent auditor and otherwise to monitor and oversee these processes. For the fiscal year ended February 29, 2016, the Audit Committee engaged Ernst & Young LLP to serve as the company’s independent auditor.

The Audit Committee has met and held discussions with management and Ernst & Young LLP. Management represented to the Audit Committee that the company’s consolidated financial statements as of and for the fiscal year ended February 29, 2016 were prepared in accordance with accounting principles generally accepted in the United States of America, and the Audit Committee has reviewed and discussed these consolidated financial statements with management. The Audit Committee discussed with the independent registered public accountants matters required to be discussed by Statement on Auditing Standards No. 16, as adopted by the Public Company Accounting Oversight Board.

The board of directors, upon the recommendation of the Audit Committee, has adopted an Auditor Independence Policy that, among other things, prohibits the company’s independent auditor from performing certain non-audit services for the company, requires prior approval of the Audit Committee for any services provided by the company’s independent auditor, limits the hiring by the company of former employees of the company’s independent auditor who have worked on the Emmis account and requires enhanced disclosure both to the Audit Committee and to shareholders of matters related to auditor independence.

The Audit Committee has received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding Ernst & Young’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with the independent registered public accountants that firm’s independence. In addition, the Audit Committee (or the chairman of the Audit Committee with respect to engagements of less than $100,000) approves in advance all engagements of the company’s independent auditor. The Audit Committee determined that Ernst & Young’s provision of non-audit services to the company as described in “Matters Relating to Independent Registered Public Accountants” is compatible with maintaining that firm’s independence.

Based on these discussions and reviews, the Audit Committee determined that the audited financial statements for the company’s last fiscal year should be included in our company’sFORForm 10-K, and made a formal recommendation to the board of directors to that effect.

Richard A. Leventhal, Chair

James M. Dubin

Peter A. Lund

Lawrence B. Sorrel

EXECUTIVE COMPENSATION

The following table sets forth the compensation awarded to, earned by, or paid to the principal executive officer and the three most highly compensated executive officers during the last fiscal year other than the principal executive officer (collectively, the “Named Executive Officers”) during the fiscal years ended February 29, 2016 and February 28, 2015.

2016 SUMMARY COMPENSATION TABLE

(B)	These amounts relate to reimbursements for premiums for life, disability or long-term care insurance, as well as the value of certain insurance provided to all our full-time employees.

(C)	Amounts for Mr. Walsh relate to deemed income associated with Mr. Walsh’s spouse accompanying him on certain business trips.

Employment Agreements

As part of a series of cost-cutting actions, each of the Proposed Amendments and that holdersexecutives named in the preceding table voluntarily took a five percent reduction in their contractual base salary for calendar 2016. The description of the Preferred Stock vote FOR eachemployment agreements below reflects the officers’ contractual base salary before the five percent reduction.

On December 26, 2012, we entered into a new employment agreement with Mr. Smulyan with an initial term expiring on February 29, 2016, that continued his position as our Chairman and Chief Executive Officer. Mr. Smulyan’s base salary was $900,000 for the first year, $925,000 for the second year, and $950,000 for the third year. Following the initial three-year term, Mr. Smulyan’s employment agreement automatically renewed for an additional one-year term. Mr. Smulyan’s base salary for such renewal year is $975,000. Mr. Smulyan received a $700,000 signing bonus in connection with execution of the Proposed Amendments.  Nonetheless,agreement, and the company forgave the balance of a loan payable from Mr. Smulyan which had a balance on November 30, 2012 of $1,151,966. Mr. Smulyan’s annual incentive compensation target is 125% of his base salary and will be paid, if at all, based upon achievement of certain performance goals determined by our Compensation Committee. The company retains the right to pay any annual incentive compensation in consideringcash or shares of our Class A common stock. Each year the Proposed Amendments, holdersagreement remains in effect, Mr. Smulyan is entitled to receive an option to acquire 150,000 shares of Common StockClass A common stock. On or about March 1, 2013 Mr. Smulyan received a grant of 400,000 restricted shares of Class A common stock, 175,000 of which vested on March 1, 2014, 112,500 of which vested on March 1, 2015 and holders112,500 of Preferred Stock should considerwhich vested on March 1, 2016. Mr. Smulyan receives a $2,000 monthly automobile allowance, is reimbursed for up to $10,000 per year in premiums for life and disability insurance, and retains the circumstances

term, Mr. Walsh is scheduled to receive a restricted stock award with a one-year vesting period, in an amount equal to $150,000 (year 1), $350,000 (year 2), $250,000 (year 3) and $250,000 (year 4). Mr. Walsh may also earn performance-based awards of our Class A common stock at the end of year 2 (with a fair market value of $300,000, $500,000 or $700,000) and year 4 (with a fair market value of $600,000, $1,000,000 or $1,400,000, in each case less any amounts earned at the completion of year 2) based on certain increases in share price set forth in the employment agreement. The performance-based award at the end of year 2 was not awarded because the share price target was not attained. Mr. Walsh receives an automobile allowance of $1,000 per month and is reimbursed for up to $5,000 per year in premiums for life and disability insurance and professional fees related to estate planning. Mr. Walsh has the right to participate in all of our employee benefit plans for which he is otherwise eligible. The agreement is subject to termination by our board of directors for cause (as defined in the agreement), by Mr. Walsh for good reason (as defined in the agreement) or by Mr. Walsh upon the acceptance of a chief executive officer position at a non-competitive company as set forth in the employment agreement. Mr. Walsh is entitled to certain termination benefits upon disability or death, and certain severance benefits.

Mr. Cummings had a one-year employment agreement that expired February 28, 2015, which had continued his position as President of Emmis Radio Programming. Under the agreement, Mr. Cummings’ base salary was $475,000. Mr. Cummings’ annual incentive compensation target was 60% of his base salary, and the company entered into the Settlement and Release Agreement with the Preferred Group.  As of December 1, 2015, the Preferred Group had the right to vote 695,108 outstandingpay any annual incentive compensation in cash or shares of Preferred Stock, representing approximately 80%our common stock. Additionally, the award of the outstanding Preferred Stock.  Under the Settlement and Release Agreement, the Preferred Group has agreed to direct the voteannual incentive compensation was based upon achievement of these shares of Preferred Stock in favor of the proposals to adopt the Proposed Amendments, so both of the proposals are expectedcertain performance goals to be approveddetermined for the year by the requisite holdersour Compensation Committee. On March 1, 2014, Mr. Cummings received a restricted stock award of the Preferred Stock.

For fiscal 2016 we entered into a new two-year employment agreement with Mr. Cummings that is effective through February 28, 2017 and continues his position as President of Emmis Radio Programming. Under the agreement, Mr. Cummings’ base salary in the first year is $485,000 and will increase in the second year by the same percentage amount of the average merit increase, if any, paid to our corporate employees. Mr. Cummings’ annual incentive compensation target is 60% of his base salary. The company has the right to pay any annual incentive compensation in cash or shares of our Class B Common Stock and/A common stock. Additionally, the award of annual incentive compensation is based upon achievement of certain performance goals to be determined each year by our Compensation Committee. On March 5, 2015, Mr. Cummings received a restricted stock award of 150,000 shares of our Class A common stock that is scheduled to vest in three equal, annual installments on the last day of February in 2016, 2017 and 2018. Mr. Cummings receives an automobile allowance of $1,000 per month and is reimbursed for up to $5,000 per year in premiums for life or Preferred Stockother insurance. Mr. Cummings has the right to participate in all of our employee benefit plans for which he is otherwise eligible. The agreement remains subject to termination by our board of directors for cause (as defined in the agreement). Mr. Cummings will also be entitled to severance equal to $470,000 in the event he is not offered substantially similar employment upon the expiration of the term and his employment terminates. If he is entitled to severance, Mr. Cummings will be offered a four year part-time programming role with total payments over the four years of $530,000. The switch from full-time to part-time employment is designed to constitute a “separation from service” within the meaning of section 409A of the Internal Revenue Code.

Mr. Hornaday, has served as our Senior Vice President – Finance and Treasurer since 2008. We entered into a new employment agreement with Mr. Hornaday for the period August 1, 2015 through February 28, 2019, which promoted him to the position of [December 10, 2015]Executive Vice President, Chief Financial Officer and Treasurer. Under the agreement, Mr. Hornaday’s annual base salary rate is $350,000 for the remainder of our fiscal year ended February 29, 2016, will increase to $410,000 for the fiscal year ended February 28, 2017, and will increase, if at all, each fiscal year thereafter by an amount equal to the percentage increase for the company’s corporate merit pool. His annual incentive bonus target is 50% of his base salary. The annual incentive bonus will be paid, if at all, based

upon achievement of certain performance goals to be determined by the company. The company retains the right to pay such annual incentive bonus in cash or shares of our Class A common stock. Mr. Hornaday will receive a $1,000 monthly automobile allowance and will be reimbursed for up to $5,000 per year in premiums for insurance and estate planning. He also retains the right to participate in all of our employee benefit plans for which he is otherwise eligible and will be entitled to vote thoseseverance equal to one year of his then-current base salary in the event he is not offered substantially similar employment upon the expiration of the term and his employment terminates. On August 1, 2015, Mr. Hornaday was granted an option to purchase one hundred thousand shares of our Class A common stock. The option has an exercise price equal to the fair market value of our Class A common stock on the date of grant and shall vest on February 28, 2019. In addition, the agreement provides for the grant to Mr. Hornaday of one hundred thousand restricted shares of the company’s Class A common stock, which shall vest on February 28, 2019, as well as the grant on March 1, 2016 of unrestricted shares of our Class A common stock having a fair market value of $29,167 on the date of grant.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2016 (1)

Retirement Plan

Emmis sponsors a Section 401(k) retirement savings plan that is available to substantially all employees age 18 years and older who have at least 30 days of service. Employees may make pretax contributions to the plans up to 50% of their compensation, not to exceed the annual limit prescribed by the Internal Revenue Service (“IRS”). Emmis may make discretionary matching contributions to the plans in the form of cash or shares of our Class A

common stock. Employee contributions have been matched at 33% up to a maximum of 6% of eligible compensation. Emmis’ contributions to the plan totaled $0.9 million, and $1.1 million for the years ended February 28, 2015 and February 29, 2016, respectively. In fiscal year 2016, the Emmis matching contributions were paid in the form of Class A common stock. The Company suspended its matching contributions for calendar 2016.

Potential Payments upon Termination or Change in Control

The employment agreements we entered into with Messrs. Smulyan, Walsh, Cummings and Hornaday provide for certain payments and benefits to the named executive officer in the event that executive officer is terminated by the company without “cause,” and/or, in the case of Messrs. Smulyan, Walsh and Hornaday, terminates his own employment with “good reason.”

We have also entered into a Change in Control Severance Agreement with each of the executives named in the preceding tables. Each such agreement provides that if the executive’s employment is terminated by the company within two years after a change in control of the company (or, in certain instances, in anticipation of a change in control), other than for cause, or is terminated by the executive for good reason, the executive is entitled to (1) a payment equal to the executive’s base salary through the termination date, plus a pro-rata portion of the executive’s target bonus for the year and accrued vacation pay; (2) a severance payment equal to three times the executive’s highest annual base salary and highest annual incentive bonus during the preceding three years; (3) continued accident and life insurance benefits for three years; (4) reimbursement of COBRA premiums for continuation of medical and dental benefits for 18 months and reimbursement for private medical and dental benefits of an equivalent level for 18 months following termination of the COBRA reimbursement; (5) accelerated vesting of all stock options and restricted shares and, depending on the terms of the executive’s employment agreement, contract completion bonuses, and (6) if the payments to the executive exceed certain limits, additional tax “gross up” payments to compensate the executive for the excise tax imposed by section 4999 of the Internal Revenue Code; provided, however that the amount of the “gross up” payment may be reduced by up to 10% if such reduction would prevent payment of the excise tax. In each case, the executive is obligated not to voluntarily leave employment with Emmis during the pendency of (and prior to the consummation or abandonment of) a change in control other than as a result of disability, retirement or an event that would constitute good reason if the change-of-control had occurred.

Under each Change in Control Severance Agreement, change in control, cause and good reason are defined as follows:

Change in Control. A “change in control” of the company occurs if:

Cause. “Cause” generally means:

Good Reason. “Good Reason” generally means:

In addition to the occurrence of one of more of the events constituting “Good Reason” set forth above, in order to resign his employment, each of the executives named above is also required to give the company notice of the occurrence of any such event (except during the 30-day period commencing one year after the occurrence of a change in control, which is not so limited) within 90 days of such occurrence; and the company has the right to cure such occurrence within 30 days of such notice.

When the company’s board of directors determines that it is in the best interest of the company, the company may negotiate severance arrangements with a departing executive in addition to or in place of the arrangements described above. Circumstances under which the board may negotiate additional or different severance arrangements include but are not limited to:

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers and directors, and persons who own more than 10% of existing common stock, to file with the Securities and Exchange Commission reports detailing their ownership of existing common stock and changes in such ownership. Officers, directors and greater-than-10% shareholders are required by Commission regulations to furnish us with copies of all Section 16(a) forms they file. Based solely on review of the copies of such forms furnished to us, we believe that during the last fiscal year all officers, directors and greater-than-10% shareholders complied with the filing requirements of Section 16(a), except that Messrs. Enright, Hornaday, Loewen, Smulyan, and Walsh filed late Form 4 reports in November as a result of an administrative error in calculating equity awards.

PROPOSAL 2: APPROVAL OF 2016 EQUITY COMPENSATION PLAN

Our board of directors has adopted the Emmis Communications Corporation 2016 Equity Compensation Plan (the “2016 Plan”) to increase employee, officer, director and independent contractor stock ownership opportunities and to improve the company’s ability to attract and retain a team of outstanding employees, officers, directors and independent contractors. The following summary of the principal provisions of the 2016 Plan is qualified by reference to the full text of the 2016 Plan which is attached to this proxy statement as Exhibit A.

The 2016 Plan permits the delivery of a maximum of 6,000,000 shares of our common stock (which number will reduce to 1,500,000 following the implementation of the proposed reverse stock split), plus any unused shares of common stock available under our 2015 Equity Compensation Plan (the “2015 Plan”), which we estimate to be another 673,156 shares (168,289 following the implementation of the proposed reverse stock split), and shares subject to awards under prior plans that would again become available for new grants under the terms of the 2015 Plan if that plan were still in effect. The 2015 Plan will be terminated for the purpose of granting additional awards as of the date the 2016 Plan is approved by the shareholders. The board of directors included 6,000,000 new shares under the 2016 Plan (1,500,000 following implementation of the proposed reverse stock split) based on the expectation that these shares would service Emmis’ stock compensation program and other equity compensation needs for at least one year, given substitutions of equity compensation for cash compensation in order to maintain covenant compliance under our credit agreement in the face of challenging revenue situations in our Los Angeles

and New York radio markets. Emmis also decided to incorporate all shares remaining available for issuance under the prior 2015 Plan into the 2016 Plan so that their issuance would be governed by the newer 2016 Plan, which provides greater administrative consistency. The inclusion of these additional shares from the prior plan does not increase the total number of shares available for awards because the shares would otherwise remain available for awards under the terms of the prior plan.

As of April 29, 2016, the 6,000,000 new shares subject to the 2016 Plan had an aggregate market value of $3,540,000 based on a closing price of $0.59 per share. Including the shares estimated to be carried over to the 2016 Plan from the 2015 Plan, the shares subject to the 2015 Plan as of its effective date would have an aggregate market value of $3,937,162 based on the April 29, 2016 closing price. If all or part of any award under the 2016 Plan expires or terminates without being exercised in full, is forfeited or is withheld for taxes, or in the case of an award of performance units, the award is not paid in shares of common stock, such shares of our common stock subject to the award generally become available for new awards. Options, stock appreciation rights and performance units expire no more than 10 years from date of grant.

Options. Options granted under the 2016 Plan allow participants to purchase shares of our common stock at an exercise price determined by the Compensation Committee which cannot be less than the fair market value of our common stock on the date of the grant. Options may be granted as incentive stock options subject to the limitations of Section 422 of the Internal Revenue Code (the “Code”). The 2016 Plan contains a per-participant limit of 300,000 on the number of shares which may be subject to options granted during any calendar year (which will reduce to 75,000 following implementation of the proposed reverse stock split).

Restricted Stock. Shares of our common stock may be granted under the 2016 Plan subject to such restrictions, if any, as may be determined by the Compensation Committee (“restricted stock”). Shares of restricted stock may be subject to forfeiture if conditions established by the Compensation Committee are not satisfied and are generally nontransferable until they become nonforfeitable. Before the grant, the Compensation Committee determines the purchase price, if any, of such shares of restricted stock and the restrictions, if any, applicable to such shares. If a grantee’s shares of restricted stock are forfeited, the grantee is required to sell such shares to us at the lesser of the purchase price, if any, paid by the grantee or the fair market value of the shares on the date of such forfeiture. The Compensation Committee may accelerate the time at which the restrictions lapse or may remove or, with the consent of the grantee, modify the restrictions. The 2016 Plan contains a per-participant limit on the number of shares of restricted stock that may be awarded during any calendar year. That limit is the number of shares having a value on the date of grant equal to the lesser of 500% of the participant’s base salary and bonus for the year or $5,000,000. This limit does not apply, however, to restricted stock issued in payment of an award of performance units or issued in lieu of cash compensation under a stock compensation-type program.

Stock Appreciation Rights. Each stock appreciation right which may be granted under the 2016 Plan provides the grantee, upon exercise, a benefit equal to the difference between the fair market value of one share of our common stock on the date of the exercise and (1) in the case of a stock appreciation right identified with a share of our common stock subject to an option, the option exercise price of such option or such higher price specified in the grant or (2) in the case of any other stock appreciation right, the fair market value of a share of our common stock on the grant date or such higher price specified in the grant. Stock appreciation rights may be granted alone, or identified with shares of our common stock subject to options, performance units or shares of restricted stock. The Compensation Committee may accelerate the exercisability of any stock appreciation right. Benefits upon the exercise of stock appreciation rights are payable in cash unless the Compensation Committee determines that the benefits will be paid wholly or partly in shares of our common stock. The 2016 Plan contains a per-participant limit of 300,000 on the number of shares which may be subject to stock appreciation rights granted during any calendar year (which will reduce to 75,000 following implementation of the proposed reverse stock split).

Performance Units. Performance units may be granted under the 2016 Plan to provide a benefit if performance goals determined by the Compensation Committee are achieved during the measuring period. The Compensation Committee, before the grant of a performance unit, determines the performance goals and measuring period and assigns a performance percentage (which can exceed 100%) to each level of attainment of the performance goals during the measuring period. The Compensation Committee may modify performance goals at any time. Performance unit benefits are payable in cash unless the Compensation Committee determines that a benefit will be paid wholly or partly in shares of our common stock. Performance units only reduce the number of

shares available for grant or issuance under the 2016 Plan to the extent that the performance unit award is paid in stock. Performance unit awards are payable after the end of the fiscal year in which the measuring period ends following a certification by the Compensation Committee of the extent to which the applicable performance goals have been achieved. The benefit for each performance unit awarded equals the fair market value of a share of our common stock on the date of grant of the performance unit multiplied by the “performance percentage” attained during the measuring period for the performance unit. The 2016 Plan contains a per-participant limit on the number of shares of stock atthat may be awarded with respect to a performance unit during any calendar year. That limit is the special meeting.

Other Information. Payment of the option exercise price or the purchase price of restricted stock may be made in cash or through the exchange of shares of our common stock owned by the grantee or by various other payment methods. When permitted by the Compensation Committee, a grantee may elect to have withheld shares of our common stock to satisfy withholding tax liability with respect to the exercise of options, stock appreciation rights or performance units or with respect to shares of restricted stock becoming nonforfeitable. In the event of a change in control, options, stock appreciation rights and performance units become exercisable, and all shares of restricted stock generally become nonforfeitable upon a determination by the Compensation Committee that a change in control has occurred. The benefit payable with respect to any performance unit for which the measuring period has not ended is prorated based upon the portion of the measuring period completed before the change in control. The aggregate number of shares of our common stock, shares of restricted stock, stock appreciation rights and stock options available pursuant to the 2016 Plan, the number of shares covered by an award, the exercise price of options, the fair market values used to determine stock appreciation right and performance unit benefits and other matters related to the 2016 Plan and awards, will be adjusted by the Compensation Committee to reflect any stock dividend, stock split, share combination, merger, consolidation, assetspin-off, reorganization, or similar event.

Options, stock appreciation rights and performance units may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent and distribution or as permitted by the Compensation Committee, except that the grantee may transfer an award (other than an incentive stock option) by gift or pursuant to a domestic relations order to:

Awards so transferred may be exercised only upon the same terms and conditions applicable to the original grantee, and the original grantee or the grantee’s estate will remain liable for any federal, state, city or local taxes applicable upon the exercise of an award by a permitted transferee. Such a transferee cannot transfer the award, except by will or by the laws of descent and distribution upon the death of the transferee.

Plan Administration. The 2016 Plan is administered by the Compensation Committee unless the board of directors or the Compensation Committee designates another committee or subcommittee to administer the 2016 Plan. Subject to the 2016 Plan’s provisions, the Compensation Committee has broad authority to, among other things, determine when grants may be made (and the amounts thereof); to interpret, and to adopt rules relating to, the 2016 Plan; to determine the terms of the agreements relating to grants and to modify any such agreement with the consent of the grantee, when required; and to cancel existing awards and to substitute new ones. Because of the Compensation Committee’s broad authority, the type and amount of awards to be received by any specific individual, or group of individuals, is generally indeterminable. However, not more than 1,000,000 shares (250,000 shares following implementation of the proposed reverse stock split) of the 6,000,000 new shares of common stock added by the 2016 Plan may be awarded to Mr. Smulyan as Class B common stock. Additionally, the Compensation Committee has granted under the 2016 Plan options to purchase shares of Class A Commoncommon stock as set forth below. Such grants were made subject to the 2016 Plan receiving shareholder approval at this annual meeting and will be cancelled if shareholder approval is not received.

New Plan Benefits

2016 Equity Compensation Plan

Amendment and Termination. Subject to any shareholder approval requirement of applicable law or the rules of any national securities exchange, stock market or automated quotation service on which our common stock is listed or quoted, the board of directors may from time to time in its discretion amend or modify the 2016 Plan without the approval of the shareholders. The 2016 Plan will terminate on January 29, 2026 or such earlier date as the board of directors may determine. No termination of the 2016 Plan will affect outstanding awards.

Federal Income Tax Consequences. Upon the grant of an award (other than an award of restricted stock that contains no restrictions) under the 2016 Plan, the grantee does not realize any taxable income and no deduction is available for us. Any cash received by a grantee in connection with the exercise of a stock appreciation right or performance unit, as well as the fair market value of any shares received in connection with the exercise of a stock appreciation right or a performance unit, is taxable as ordinary income to the grantee. Generally, upon exercise of an option (other than an incentive stock option), the grantee will recognize taxable income and we are entitled to a deduction at the time the grantee is taxed in the amount of the grantee’s taxable income. In the case of an incentive stock option, the grantee incurs no income tax liability upon exercise (other than possible alternative minimum tax liability), but we are generally not entitled to a tax deduction. The fair market value of restricted stock in excess of the purchase price, if any, is taxable to the grantee when the restrictions lapse. However, if the grantee is not prohibited by the Compensation Committee from electing to be taxed on such value on the date of grant and the grantee elects such tax treatment, the grantee is taxed on such amount on the date of grant. We are generally entitled to a deduction at the time the grantee is taxed in the amount of the grantee’s taxable income. The 2016 Plan contains provisions preventing any award from constituting deferred compensation within the meaning of Section 409A of the Code.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTEFOR APPROVAL OF THE 2016 EQUITY COMPENSATION PLAN.

PROPOSAL 3: APPROVAL OF THE REVERSE STOCK SPLIT AUTHORIZATION

Background

On December 7, 2015, we received a letter from The Nasdaq Stock Market LLC, stating that we were not in compliance with the $1.00 minimum bid price requirement for continued listing, as set forth in Nasdaq Listing Rule 5450(a)(1), and 4,569,464 shareswe were given until June 6, 2016 to regain compliance. As of the mailing of this proxy statement, it appears that compliance is unlikely absent implementation of a reverse stock split. Upon receipt of a delisting notice, if any, we intend to request a hearing before the Nasdaq Hearings Panel, that will stay the delisting action and allow the continued listing of the Class A common stock on The Nasdaq Global Select Market until the Nasdaq Hearings Panel renders a decision subsequent to the hearing. At the hearing, we intend to present a plan to regain compliance with the $1.00 minimum bid price requirement for continued listing that includes a commitment to effect a one-for-four reverse stock split of our common stock. Our board of directors has proposed an amendment to the Second Amended and Restated Articles of Incorporation to effect a one-for-four share reverse stock split of the authorized and outstanding Class A common stock and Class B Commoncommon stock primarily to facilitate the continued listing of the Class A common stock on the Nasdaq Global Select Market.

After careful consideration, on May 3, 2016, our board of directors unanimously determined that it would be in our best interests and the best interests of our shareholders to seek shareholder authority to authorize the board of directors, in its discretion, to amend Article VI and Article VII of the Second Amended and Restated Articles of Incorporation to effect a reverse stock split of the authorized and outstanding Class A common stock and Class B common stock using a one-for-four conversion ratio (the “Reverse Stock were issuedSplit Authorization”). The reverse stock split would be implemented after shareholder approval and outstanding.  As of December 1, 2015, there werecompliance with all applicable Nasdaq and other notice requirements. Although no shares of Class C Common Stock issued or outstanding.  As of December 1, 2015, there were 866,319common stock are outstanding, the authorized shares of Class C common stock would also be correspondingly reduced.

Reasons for a Reverse Stock Split

One of the primary objectives in effecting the reverse stock split would be to raise the per share trading price of our Class A common stock in order to maintain the eligibility of the Class A common stock for listing on

the Nasdaq Global Select Market and avoid delisting. Our board of directors believes that a reverse stock split will result in the market price of the Class A common stock rising to the level necessary to satisfy the $1.00 minimum bid price continued listing requirement. However, even if the Class A common stock equals or exceeds $1.00, the Class A common stock may not remain equal to or in excess of $1.00 for a substantial period of time. The market price of the Class A common stock is also based on other factors in addition to the number of shares outstanding, including our future performance. A second objective would be to increase the price per share in order to enhance the marketability of our Class A common stock. Our board of directors believes that the current price per share of the Class A common stock diminishes the effective marketability of such stock because of the reluctance of many leading brokerage firms to recommend lower-priced stock to their clients. Additionally, the policies and practices of a number of brokerage firms with respect to the payment of commissions based on share price tend to discourage individual brokers within those firms from dealing in lower-priced stocks. Finally, we have several thousand record shareholders who own such few shares that the transaction costs of disposing of their shares exceed the value they would receive. A reverse stock split would allow these shareholders to receive cash for their shares.

Risks Associated with a Reverse Stock Split

While we believe that a higher share price may help generate investor interest in our Class A common stock, a reverse stock split may not result in a share price that will attract brokers, institutional investors or investment funds or satisfy the investing guidelines of institutional investors or investment funds. The market price of the Class A common stock is also based on our performance and other factors, which are unrelated to the number of shares of the Class A common stock outstanding. There are numerous factors and contingencies that could affect our share price following a reverse stock split, including the status of the market for the Class A common stock at the time, our reported results of operations in future periods and general economic, market and industry conditions. Accordingly, although the price of the Class A common stock is likely to increase with a reverse stock split, there can be no assurance that the market will sustain any such increase. If the market price of the Class A common stock declines after a reverse stock split, our total market capitalization (the aggregate value of all of our outstanding common stock at the then existing market price) after a split will be lower than before the split. In addition, a decline in the market price of the Class A common stock after a reverse stock split may result in a greater percentage decline than would occur in the absence of a split.

Following a reverse stock split, our outstanding shares would be reduced, which may lead to reduced trading volume and less liquidity for the Class A common stock. That may increase the volatility of our share price.

A reverse stock split may result in some shareholders owning “odd lots” of less than 100 shares of the Class A common stock on a post-split basis. Odd lots may be more difficult to sell, or require greater transaction costs per share to sell, than shares in lots of even multiples of 100 shares.

Conversion Ratio

The reverse stock split would use a conversion ratio of one-for-four (the “Conversion Ratio”) of all of our authorized and outstanding shares of Class A common stock and Class B common stock. The determination of the Conversion Ratio at which the reverse stock split would be effected was based upon market and business factors deemed relevant by the board of directors, including: the per share trading price of the Class A common stock; compliance with the Nasdaq Global Select Market’s continued listing requirements; existing and expected marketability and liquidity of the Class A common stock; prevailing stock market conditions; recent and expected business developments affecting us; our actual and forecasted results of operations; and the likely effect of the reverse stock split on the market price of the Class A common stock.

No further action on the part of the shareholders will be required for the reverse stock split to be implemented. By voting to approve the Reverse Stock Split Authorization, the holders of the common stock will be authorizing our officers to make immaterial changes to the corresponding amendment to the Second Amended and Restated Articles of Incorporation as the officers executing the amendment may deem appropriate and to implement the other aspects of the reverse stock split as described in this proxy statement.

Timing and Effective Date

Prior to the effective time of the reverse stock split (the “Effective Time”), we would communicate to the public the timing and other additional details regarding the reverse stock split. The company would file Articles of Amendment with the Indiana Secretary of State to amend Article VI, Section 6.1 of the Second Amended and Restated Articles of Incorporation to read substantially as follows:

“6.1 Authorized Shares. The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is Sixty million (60,000,000), consisting of the following:

“(a) Forty-two million five hundred thousand (42,500,000) shares of Class A common stock, par value $.01 per share (the ‘Class A Shares’);

“(b) Seven million five hundred thousand (7,500,000) shares of Class B common stock, par value $.01 per share (the ‘Class B Shares’);

“(c) Seven million five hundred thousand (7,500,000) shares of Class C common stock, par value $.01 per share (the ‘Class C Shares’ and together with the Class A Shares and the Class B Shares, the ‘Common Shares’); and

“(d) Ten million (10,000,000) shares of serial Preferred Stock, issued and outstanding.

The Articles of Amendment would amend Article VII, Section 7.3 of the combined voting powerArticles of Incorporation to add a new second sentence to read substantially as follows (including an effective date that would be inserted at the direction of the board of directors):

“At close of the trading market on [                    ], each four issued and outstanding Class A Shares shall be deemed exchanged for one Class A Share, each four issued and outstanding Class B Shares shall be deemed exchanged for one Class B Share, and each four issued and outstanding Class C Shares shall be deemed exchanged for one Class C Share, without any further action by the holder thereof, except that no fractional shares of any class of Common Shares shall be issued to any holder, and instead of issuing any such fractional shares, the Corporation shall pay in cash the fair value of such fractions of a share as of the effective date previously specified in this sentence based on the average closing sales price of the Class A Shares as reported by the Nasdaq Global Select Market for the thirty (30) trading days preceding such date.”

The Articles of Amendment would also amend Article VII, Section 7.6(c)(ii) of the Second Amended and Restated Articles of Incorporation to change correspondingly the number of shares specified in that subsection so that it reads substantially as follows:

“(ii) All Class B Shares shall convert automatically into fully paid and non-assessable Class A Shares (on the basis of one Class A Share for each Class B Share) upon the earlier of (A) the death of Smulyan or (B) Smulyan’s ceasing to own at least 380,000 Common Shares, as adjusted from time to time to account for any stock dividend in respect of the Common Shares or any stock split or reverse stock split of Common Shares.”

The text of the proposed amendment is subject to modification to include such changes as may be required by the Indiana Secretary of State and as the board of directors deems necessary and advisable to effect the reverse stock split. The proposed amendment may also delete provisions in the Second Amended and Restated Articles of Incorporation containing terms of preferred stock which is no longer outstanding. We would file a Current Report on Form 8-K with the SEC to announce the amendment of the Second Amended and Restated Articles of

Incorporation. Beginning at the Effective Time, each certificate representing pre-split shares of Class A common stock and Class B Common Stock, and a majoritycommon stock will be deemed for all corporate purposes to evidence ownership of the combined voting powerreduced number of post-split shares of Class A common stock and Class B common stock (based on the one-for-four Conversion Ratio).

Effects of the PreferredReverse Stock Split

The reverse stock split would not affect any holder’s percentage ownership interest in Emmis, except that any fractional share resulting from a reverse stock split would be cancelled and converted into the right to receive cash (without interest) in lieu of such fractional shares. Our reporting requirements under the Exchange Act would not be affected. Our Class A common stock would continue to be reported on the Nasdaq Global Select Market under the symbol “EMMS” (assuming the shares are not delisted), but our CUSIP number would be changed. We would file a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) to announce that our CUSIP number has been changed. As of April 29, 2016, there were 4,749 record holders of shares of Class A common stock and 43,902,275 issued and outstanding shares of Class A common stock. If the proposed reverse stock split had been completed on that date, this would have been reduced to approximately 590 record holders of shares of Class A common stock (due to the number of record holders of less than four shares) and approximately 43,897,053 issued and outstanding shares of Class A common stock (without giving effect to the cancellation of fractional shares except for record holders of less than four shares).

If a reverse stock split is implemented by our board of directors, all outstanding equity awards under our 2015 Equity Compensation Plan, the 2016 Equity Compensation Plan, and all prior such plans (collectively, the “Plans”) will be adjusted by the Conversion Ratio and will be rounded down to the nearest whole share. As of April 29, 2016, there were 8,302,448 shares of Class A common stock issuable upon the exercise of options outstanding under the Plans and 589,528 shares of Class A common stock issuable upon the vesting and settlement of restricted stock and restricted stock units. No cash payment will be made in respect of a fractional share of any stock option, nor with respect to restricted stock, unless and until such stock has vested. A reverse stock split will not affect the expiration date of outstanding stock options or restricted stock.

Fractional Shares

We do not currently intend to issue fractional shares in connection with the reverse stock split. Indiana Code §23-1-25-4 provides that a corporation may “issue fractions of a share or pay in money the value of fractions of a share.” Shareholders who own Class A common stock or Class B common stock directly or in street name prior to the effective time of the reverse stock split and who otherwise would hold fractional shares because the number of shares of Class A common stock or Class B common stock they held before the reverse stock split would not be evenly divisible by four will be entitled to votea cash payment (without interest) in respect of such fractional shares. For example, if a shareholder held 103 shares of Class A common stock prior to the reverse stock split, the shareholder would be issued 25 shares of Class A common stock on a post-split basis and would receive cash for the remaining three shares. Holders of less than four Shares of our Class A common stock would be eliminated as a result of the payment of cash in lieu of issuing fractional shares in connection with the reverse stock split.

Any cash due to shareholders in place of fractional shares will be paid as follows:

The amount of cash to be paid for fractional shares will be equal to the product obtained by multiplying the following two amounts:

Treatment of Certificated Shares

As soon as practicable after the Effective Time of the reverse stock split, our transfer agent will mail a transmittal form to each holder of record that holds certificates for the Class A common stock and Class B common stock. The transmittal form would be used in forwarding certificates for surrender and exchange into new post-split common stock in book-entry form to which the holder is entitled as a consequence of the reverse stock split. The transmittal form will be accompanied by instructions specifying other details of the exchange.

After receipt of a transmittal form, each holder, as applicable, would surrender the certificates formerly representing shares of the Class A common stock or Class B common stock and, in exchange, would receive a book-entry statement reflecting the number of shares of Class A common stock or Class B common stock to which the holder is entitled following a reverse stock split. No shareholder would be required to pay a transfer or other fee to exchange his, her or its certificates. Shareholders should not send in certificates until they receive a transmittal form from our transfer agent. The transfer agent will also provide instructions for holders who have lost their certificates or whose certificates have been destroyed.

The number of shares of Class A common stock and/or Class B common stock you own would automatically be reduced without any further action on your part and without regard to the date that you physically surrender your certificates to our transfer agent. Each certificate representing pre-split shares of Class A common stock or Class B common stock would, until surrendered and exchanged as described above, be deemed cancelled and, for all corporate purposes, would be deemed to represent only the number of post-split shares of Class A common stock or Class B common stock resulting from the reverse stock split. Note that you would not be entitled to receive any dividends or other distributions payable by us after the reverse stock split is effective until you surrender and exchange your certificates. If we issue and pay any dividends or make any distributions, these amounts would be withheld, accumulate and be paid to you, without interest, once you surrendered your certificates for exchange.

If you are a holder of Class A common stock or Class B common stock who comes to hold fractional shares as a result of the reverse stock split, you would receive a letter of transmittal which contained instructions on how to surrender your certificate(s) to our transfer agent for your cash payment. YOU WOULD NOT RECEIVE YOUR CASH PAYMENT UNTIL YOU SURRENDERED YOUR OUTSTANDING STOCK CERTIFICATE(S) TO AMERICAN STOCK TRANSFER & TRUST COMPANY, TOGETHER WITH A COMPLETED AND EXECUTED COPY OF THE LETTER OF TRANSMITTAL. Please do not send your certificates until you receive a letter of transmittal following the Effective Time of a reverse stock split.

All post-split shares issued to you by American Stock Transfer & Trust Company in connection with the reverse stock split will be issued in “book entry” form to an account established for you by American Stock Transfer & Trust Company. Most shareholders find that this service is more convenient than holding physical certificates, and it protects you against the loss, theft or destruction of your certificates. Periodically, American Stock Transfer & Trust Company will send you a report showing the total number of shares held for you in book entry form, along with a description of any additions to or subtractions from that number since the last report. Upon your written request at any time, American Stock Transfer & Trust Company will issue and have delivered to you certificates for all shares credited to your account.

Holders of Class A common stock and Class B common stock should be aware that, under the special meeting, constitutes a quorum (i.e., counting one voteescheat laws of various jurisdictions, any amounts due for fractional interests and shares resulting from the reverse stock split that are not timely claimed after the Effective Time of the reverse stock split may be required to be paid to the designated agent for each sharesuch jurisdiction, unless correspondence has been received by the company or our transfer agent, concerning ownership of outstanding Class A Common Stock, ten votes for each share of outstanding Class B Common Stock and one vote for each share of outstanding Preferred Stock, presentsuch funds within the time permitted in person or represented by proxy).  No additional quorum requirements apply to matters on which thesuch jurisdiction. Thereafter, if applicable, holders of Class A common stock and Class B Common Stockcommon stock otherwise entitled to receive such funds, but who do not receive them due to, for example, their failure to timely comply with the transfer agent’s instructions, will vote together as a single class.

Treatment of the proposals to adopt the Proposed Amendments requires:

If you mark “abstain”currently hold your shares in book-entry form through our transfer agent, no action will be required on your proxy card, your shares will be counted as present for purposespart. The number of determining the presence of a quorum.  Abstentions and broker non-votes will not affect the calculation of votes cast on the proposal for shares of Class A andcommon stock and/or Class B Common Stock, butcommon stock you own will count asautomatically be reduced, our transfer agent will update its records accordingly, and a negative votebook-entry statement reflecting your new post-split Class A common stock and/or Class B common stock will be mailed to your address of record.

No Appraisal or Dissenters’ Rights

Under Indiana law, shareholders will not be entitled to exercise appraisal or dissenters’ rights in connection with respectthe reverse stock split, and the company will not independently provide shareholders with any such right.

Reservation of Rights

Our board of directors reserves the right to sharesnot implement the reverse stock split without further action by the holders of Preferred Stock.

Material U.S. Federal Tax Consequences of the Reverse Stock Split to change your vote.

The following is a summary of the material U.S. federal income tax consequences of the Proposed Amendments.reverse stock split. This summary addresses only shareholders thatwho hold the pre-split shares of our Preferred StockClass A common stock or Class B common stock, or post-split shares of Class A common stock or Class B common stock as “capital assets,” as defined in the Internal Revenue Code of 1986, as amended (the “Code”). The following is not an exhaustive discussion of all possible U.S. federal income tax considerations relating to the Proposed Amendments.reverse stock split. It does not address shareholders subject to special rules, such as financial institutions, real estate investment trusts, regulated investment companies, tax-exempt organizations, insurance companies, partnerships, dealers in securities, traders who elect to use the mark-to-market method of accounting, mutual funds, qualified retirement plans, individual retirement accounts, shareholders who are not U.S. persons for federal income tax purposes, shareholders thatwho hold the pre-split shares of our Preferred StockClass A common stock or Class B common stock as part of a straddle, hedge or conversion transaction, shareholders who are subject to the alternative minimum tax provisions of the Code and shareholders thatwho acquired their pre-split shares of our Preferred StockClass A common stock or Class B common stock pursuant to the exercise of employee stock options or otherwise as compensation for services. In addition, it does not address tax consequences under state, local, foreign or other laws.

This summary is based upon provisions of the Code and Treasury regulations, published Internal Revenue Service (the “IRS”) rulings and judicial decisions as of the date hereof. These authorities may be changed, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those summarized below. We have not obtained a ruling from the IRS or an opinion of legal or tax counsel with respect to the consequences of the Proposed Amendments.reverse stock split. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary. Each shareholder is urgedadvised to consult his, her or its own tax advisor as to the tax consequences of the Proposed Amendments.

The implementation of the Proposed Amendments is expected to result in a deemed exchange of Preferred Stock for U.S. federal income tax purposes.  Such exchange is intended to constitute a reorganization within the meaning of Section 368 of the Code.  The implementation of the Proposed Amendments may also qualify as a tax-free exchange under Section 1036 of the Code.  Accordingly, the company will not recognize any gain or loss as a result of the implementation of the Proposed Amendments, and a holder of our Preferred Stock should not recognize any gain or loss as a result of the implementation of the Proposed Amendments.  A holder’s aggregate tax basis in its post-amendment shares of our Preferred Stock should be equal to its aggregate tax basis in its pre-amendment shares of our Preferred Stock, and the holding period of its post-amendment shares of our Preferred Stock received should include the holding period of its pre-amendment shares of our Preferred Stock.

aggregate tax basis in its post-Conversionof the post-split shares of our Class A Common Stockcommon stock or Class B common stock should be equal to itsthe aggregate tax basis in its pre-Conversionof the pre-split shares of our Preferred Stock,Class A common stock or Class B common stock, and the holding period of its post-Conversionthe post-split shares of our Class A Common Stockcommon stock or Class B common stock received should include the holding period of its pre-Conversionthe pre-split shares of our Preferred Stock.

If you receive cash in lieu of any fractional shares in a Conversionthe reverse stock split and continue to hold Class A Common Stockcommon stock or Class B common stock immediately after the Conversion,reverse stock split, you will be treated as if you received such fractional shares in the Conversionreverse stock split and then had such fractional shares redeemed by the company for cash. In determining whether you continue to hold Class A Common Stockcommon stock or Class B common stock immediately after the Conversion,reverse stock split, you will be treated as owning shares actually or constructively owned by certain individuals and entities related to you. Depending on your particular situation, the distribution of cash in redemption of your fractional shares will either be treated as a payment in exchange for your stock or as a dividend. If the distribution of cash is treated as a payment in exchange for your stock, you generally will recognize capital gain or loss in amount equal to the excess ofdifference between the amount of cash received overand your adjusted tax basis in the fractional shares deemed redeemed.

The distribution of cash will be treated as a payment in exchange for your stock provided that your receipt of cash either (i) is “not essentially equivalent to a dividend” with respect to you or (ii) is a “substantially disproportionate redemption of stock” with respect to you. You will satisfy the “not essentially equivalent to a

If you (1) receive cash in exchange for a fractional share as a result of the reverse stock split, (2) do not continue to hold any Class A common stock or Class B common stock immediately after the reverse stock split and (3) are not related to any person or entity which holds Class A common stock or Class B common stock immediately after the reverse stock split, you will recognize capital gain or loss on such exchange. The amount of capital gain or loss you recognize will equal the difference between the cash you receive for your fractional shares and your aggregate adjusted tax basis in such shares. If you are related to a person or entity who continues to hold Class A common stock or Class B common stock immediately after the reverse stock split, you will still recognize capital gain on such exchange, provided that your receipt of cash either (A) is “not essentially equivalent to a dividend” or (B) is a “substantially disproportionate redemption of stock,” as described above. In applying these tests, you will be treated as owning shares actually or constructively owned by certain individuals and entities related to you. If the taxable amount is not treated as capital gain under any of the tests, it would normally be treated first as a dividend to the extent of your ratable share of our undistributed earnings and profits, then as a tax-free return of capital to the extent of your aggregate adjusted tax basis in your shares, and any remaining gain would be treated as capital gain. However, if the company does not have any accumulated earnings and profits and the taxable amount is not treated as capital gain under the tests described above, it will be treated first as a tax-free return of capital to the extent of your aggregate adjusted tax basis in your shares, and any remaining gain would be treated as capital gain. If you have held such shares for longer than one year, such capital gain will be long-term capital gain. For U.S. persons who are not corporations, long-term capital gains are subject to tax at lower rates.

YOU SHOULD CONSULT YOUR TAX ADVISOR AS TO THE PARTICULAR FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES OF THE PROPOSED AMENDMENTSREVERSE STOCK SPLIT IN LIGHT OF YOUR SPECIFIC CIRCUMSTANCES.