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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
CTC Media, Inc. [ CTCM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
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)
|
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*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
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. | ||
* 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. |