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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/31/2006 |
3. Issuer Name and Ticker or Trading Symbol
CTC Media, Inc. [ CTCM ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 05/31/2006 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) | |||||||
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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*
(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 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). | ||
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. |