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^*

Kudelski SA

(Last)

(First)

(Middle)

22-24, ROUTE DE GENEVE, CASE POSTALE 134

(Street)

CHESEAUX, SWITZERLAND

1033

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OPENTV CORP [ OPTV ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2009

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

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

	Form filed by One Reporting Person
X	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)
OpenTV Class A ordinary shares	11/19/2009		P		5,218,374	A	$1.55	71,396,431	I	See Footnote⁽¹⁾
OpenTV Class A ordinary shares	11/20/2009		P		11,435,615	A	$1.55	82,832,046	I	See Footnote⁽²⁾
OpenTV Class A ordinary shares								7,902,197⁽³⁾	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)

1. Name and Address of Reporting Person^*

Kudelski SA

(Last)

(First)

(Middle)

22-24, ROUTE DE GENEVE, CASE POSTALE 134

(Street)

CHESEAUX, SWITZERLAND

1033

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Kudelski Interactive Cayman, Ltd.

(Last)

(First)

(Middle)

22-24, ROUTE DE GENEVE, CASE POSTALE 134

(Street)

CHESEAUX, SWITZERLAND

1033

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 6,533,951 of the shares indicated are owned directly by Kudelski Interactive Cayman, Ltd., which is an indirect wholly-owned subsidiary of Kudelski SA. 64,862,480 of the shares indicated were accepted for payment through November 19, 2009 by Kudelski Interactive Cayman, Ltd. as part of Kudelski Interactive Cayman, Ltd.'s tender offer to acquire all outstanding Class A ordinary shares of OpenTV Corp. not owned by Kudelski SA or its wholly-owned subsidiaries (the "Offer"), including during the subsequent offering period following expiration of the initial offer period.

2. Shares indicated include shares described in the preceding footnote (1) and an additional 11,435,615 shares tendered and accepted for payment on November 20, 2009 by Kudelski Interactive Cayman, Ltd. as part of the subsequent offering period described in the preceding footnote (1). Kudelski Financial Services Holding SCA, a wholly-owned subsidiary of Kudelski SA, is the majority holder of Kudelski Interactive Cayman, Ltd. Kudelski Financial Services Holding SCA and Kudelski SA are indirect beneficial owners of the OpenTV Corp. Class A ordinary shares described in the first sentence of this footnote (2) and in the preceding footnote (1).

3. Shares indicated are owned directly by Kudelski SA.

	/s/ Santino Rumasuglia, for Kudelski SA	11/23/2009
	/s/ Santino Rumasuglia, for Kudelski Interactive Cayman, Ltd.	11/23/2009
	** 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).
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