SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
ABH Holdings CORP

(Last) (First) (Middle)
GENEVA PLACE, 2ND FLOOR
333 WATERFRONT DRIVE,

(Street)
ROAD TOWN, TORTOLA D8 D8

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/31/2006
3. Issuer Name and Ticker or Trading Symbol
CTC Media, Inc. [ CTCM ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
05/31/2006
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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 10,518,400(1)(2) I See Footnotes(1)(2)(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Super Senior Preferred Stock (4) (5) Common Stock 33,341,600 (6) I Held by its wholly owned subsidiary Alfa Capital Holdings (Cyprus) Limited
1. Name and Address of Reporting Person*
ABH Holdings CORP

(Last) (First) (Middle)
GENEVA PLACE, 2ND FLOOR
333 WATERFRONT DRIVE,

(Street)
ROAD TOWN, TORTOLA D8 D8

(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*
ALFA CAPITAL HOLDING CYPRUS LTD

(Last) (First) (Middle)
THEMISTOKLI DERVI 5,
ELENION BUILDING, 2ND FLOOR

(Street)
NICOSIA G4 1066

(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*
Alfa CTC Holdings LTD

(Last) (First) (Middle)
THEMISTOKLI DERVI 5,
ELENION BUILDING, 2ND FLOOR

(Street)
NICOSIA G4 1066

(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*
ABH Financial LTD

(Last) (First) (Middle)
P.O. BOX 3339, GENEVA PLACE, 2ND FLOOR
333 WATERFRONT DRIVE,

(Street)
ROAD TOWN, TORTOLA D8 D8

(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. Alfa Capital Holdings (Cyprus) Limited ("Alfa Capital") is a direct wholly owned subsidiary of ABH Financial Limited ("ABH Financial"), which is a direct wholly owned subsidiary of ABH Holdings Corp. As of the registration of the Issuer's Common Stock, Alfa Capital directly held 6,207,296 common shares and 41,677 preferred shares of the Issuer. Alfa Capital disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
2. Jaystone Limited (now known as Alfa CTC Holdings Limited) ("Alfa CTC") is a direct wholly owned subsidiary of ABH Holdings. As of the registration of the Issuer's Common Stock, Alfa CTC directly held 4,311,104 shares of Common Stock, which Alfa CTC put into the initial public offering of the Issuer by entering into an Underwriting Agreement. Alfa CTC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
3. Held by its wholly owned indirect subsidiary Alfa Capital Holdings (Cyprus) Limited and its direct wholly owned subsidiary Jaystone Limited (now known as Alfa CTC Holdings Limited)
4. Immediately prior to the initial public offering of the Issuer?s Common Stock, each outstanding share of Preferred Stock will be automatically converted into 800 shares of the Issuer?s Common Stock.
5. Not applicable.
6. Immediately prior to the initial public offering of the Issuer?s Common Stock, each outstanding share of Preferred Stock will be automatically converted into 800 shares of the Issuer?s Common Stock.
Remarks:
/s/ Pavel Nazarian 12/29/2006
/s/ Andriy Glavatskyy 12/29/2006
/s/ Maria Pitta 12/29/2006
/s/ Pavel Nazarian 12/29/2006
** 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 5 (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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