SEC FORM 4

SEC Form 4

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^*

JAIN DINESH C

(Last)

(First)

(Middle)

C/O INSIGHT COMMUNICATIONS CO INC

810 7TH AVENUE

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INSIGHT COMMUNICATIONS CO INC [ ICCI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec. Vice Pres., COO

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock	12/16/2005		D		1,323	D	$11.75⁽¹⁾	0	I	By 401(k) plan
Class A common stock (deferred stock units)	12/16/2005		D		114,000	D	⁽²⁾	0	D
Series C non-voting preferred stock (deferred stock units)	12/16/2005		A		114,000	A	⁽²⁾	114,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)⁽³⁾	$9.12	12/16/2005		D			187,500	⁽⁴⁾	06/13/2014	Class A common stock	187,500	$2.63	0	D
Stock Option (right to buy)⁽³⁾	$8.56	12/16/2005		D			50,000	⁽⁵⁾	08/06/2014	Class A common stock	50,000	$3.19	0	D

Explanation of Responses:

1. Pursuant to an Agreement and Plan of Merger, dated as of July 28, 2005, between Insight Communications Company, Inc. (the "Issuer") and Insight Acquisition Corp. ("Acquisition"), which agreement was approved and adopted by the Issuer's shareholders on December 16, 2005 (the "Merger Agreement"), the Issuer was merged with Acquisition, with the Issuer as the surviving corporation and each share of Class A common stock of the Issuer not contributed to Acquisition pursuant to an Amended and Restated Exchange Agreement, dated as of November 10, 2005, among the Issuer, Acquisition and the other parties signatory thereto, as amended, or for which appraisal rights had been perfected under Delaware law was converted into the right to receive $11.75 in cash.

2. The deferred stock units provide for vesting as follows: 2,000 units on November 15, 2004, 29,000 units on each of November 15, 2005 and November 15, 2006 and 27,000 units on each of November 15, 2007 and November 15, 2008. Pursuant to the Merger Agreement, the deferred stock units to acquire Class A common stock of the Issuer were adjusted so that the reporting person will receive upon settlement one share of Series C non-voting preferred stock of the surviving corporation for each deferred share of Class A common stock of the Issuer.

3. Pursuant to the Merger Agreement, such option, whether vested or unvested, was canceled and the reporting person was entitled to receive a cash payment equal to the excess of $11.75 over the per share exercise price of such option for each share of Class A common stock covered by such option.

4. This option provided for vesting in five equal installments beginning June 14, 2005.

5. This option provided for vesting in five equal installments beginning August 6, 2005.

	/s/ Dinesh C. Jain	12/19/2005
	** 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).
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