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*
ABH Holdings CORP

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

(Street)
ROAD TOWN, TORTOLA D8 D8

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CTC Media, Inc. [ CTCM ]
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)
06/06/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
06/08/2006
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 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)
Code V Amount (A) or (D) Price
Common Stock 06/06/2006 C 33,341,600 A (1) 43,860,000(2) I See Footnotes(3)(4)(5)
Common Stock 06/06/2006 S 4,311,104 D(4) $13.28 39,548,896(2) I Held by its indirect wholly owned subsidiary Alfa Capital Holdings (Cyprus) Limited.(3)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Superior Senior Preferred (1) 06/06/2006 C 41,677 (1) (1) Common Stock 33,341,600 (1) 0 I Held by its indirect wholly owned subsidiary Alfa Capital Holdings (Cyprus) Limited.(3)(4)
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, ROAD TOWN

(Street)
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. Immediately prior to the closing of the initial public offering of the Issuer's Common Stock, each outstanding share of Preferred Stock was automatically converted into 800 shares of the Issuer's Common Stock.
2. Includes 10,518,400 shares of Common Stock indirectly held by ABH Holdings Corporation prior to the transaction reported.
3. 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. Immediately prior to the closing of the initial public offering 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
4. 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 sold in the initial public offering of the Issuer. 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.
5. 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)
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.
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