FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PLAYBOY ENTERPRISES INC [ PLA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/05/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
CLASS A COMMON STOCK, PAR VALUE $0.01 | 11/05/2008 | J(1)(2) | V | 926,700 | D | (1)(2) | 926,700 | D(1)(2) | ||
CLASS A COMMON STOCK, PAR VALUE $0.01 | 11/05/2008 | J(1)(2) | V | 926,700 | A | (1)(2) | 926,700 | I(1)(2) | See Footnotes (1) & (2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Prior to the disposition reported on this Form 4, the shares reported on Table 1 of this Form 4 (the "Reported Shares") were owned directly by Plainfield Special Situations Master Fund Limited, a Cayman Islands corporation ("Master Fund"), and indirectly by Plainfield Asset Management LLC, a Delaware limited liability company ("Asset Management") and Max Holmes, an individual ("Max Holmes"). On November 5, 2008, Master Fund transferred the direct ownership of the Reported Shares to Plainfield Capital Limited, a Cayman Islands company ("Plainfield Capital"), as a capital contribution from Master Fund to Plainfield Capital in the amount of $9,721,153.79. This Form 4 is being filed to reflect such disposition. |
2. Going forward, Plainfield Capital, Master Fund, Asset Management and Max Holmes will be reporting their ownership interest in the Reported Shares on a Form 3 filed jointly on the date hereof by Plainfield Capital, Master Fund, Asset Management and Max Holmes, and subsequent changes in beneficial ownership with respect to such Reported Shares will be reported on Forms 4 and 5 with respect to such Form 3. Plainfield Capital is a wholly owned subsidiary of Master Fund. Asset Management is the manager of Master Fund and Plainfield Capital. Max Holmes is the chief investment officer of Asset Management. |
Remarks: |
* Duly authorized pursuant to Limited Power of Attorney, dated February 1, 2007, by and on behalf of Max Holmes, appointing Thomas X. Fritsch as his attorney-in-fact, attached as Exhibit 24 to Plainfield Special Situations Master Fund Limited's Form 3 with respect to Playboy Enterprises, Inc., filed on August 16, 2007 and incorporated by reference herein. |
PLAINFIELD SPECIAL SITUATIONS MASTER FUND LIMITED By: /s/ Thomas X. Fritsch Authorized Individual | 11/17/2008 | |
PLAINFIELD ASSET MANAGEMENT LLC By: /s/ Thomas X. Fritsch Managing Director and General Counsel | 11/17/2008 | |
MAX HOLMES By: /s/ Thomas X. Fritsch Attorney-in-Fact* | 11/17/2008 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |