| 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
CTC Media, Inc. [ CTCM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/01/2011 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 06/27/2007 |
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 | ||||||
| Common Stock | 06/01/2011 | S(1) | 39,548,896 | D | $27.0971 | 0 | D | |||
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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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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Alfa CTC Holdings Limited ("Alfa CTC") sold these 39,548,896 shares of common stock, par value $0.01 per share of CTC Media, Inc. (the "Shares") to Telcrest Investments Limited ("Telcrest") pursuant to the terms and conditions of the share sale and purchase agreement between Alfa CTC, Alfa Finance Holdings S.A. and Telcrest, dated as of May 20, 2011. |
| Remarks: |
| Alfa Finance Holdings S.A. (Alfa Finance") is the sole shareholder of Alfa CTC and, in such capacity, could have been deemed to be the beneficial owner of the Shares held of record by Alfa CTC. CTF Holdings Limited ("CTF Holdings") is the majority owner of certain holdings companies that collectively own a majority of the shares of Alfa Finance, and as a consequence of its majority ownership of such holdings companies, CTF Holdings may be deemed to have the power to direct the voting of a majority of the shares of Alfa Finance and could have therefore been deemed to be the beneficial owner of the Shares held of record by Alfa CTC. CTF Holdings disclaims beneficial ownership of all of the reported Shares for purposes of Section 16 or for any other purpose. Crown Finance Foundation ("Crown Finance") is the sole shareholder of CTF Holdings and, in such capacity, could have been deemed to be the beneficial owner of the Shares held of record by Alfa CTC. Crown Finance disclaims beneficial ownership of these Shares except to the extent of its pecuniary interest therein, and the inclusion of the Shares in this report shall not be deemed an admission of beneficial ownership of all the reported Shares for purposes of Section 16 or for any other purpose. |
| /s/ Maria Pitta, Director on behalf of Alfa CTC Holdings Limited | 06/02/2011 | |
| /s/ Pavel Nazarian, Director on behalf of Alfa Finance Holdings S.A. | 06/02/2011 | |
| /s/ Franz Wolf, Director on behalf of CTF Holdings Limited | 06/02/2011 | |
| /s/ Franz Wolf, Attorney-in-Fact on behalf of Crown Finance Foundation | 06/02/2011 | |
| ** 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. | ||