-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MOBe/K7n/NA7xlu0QFjwbw5VCMxOVKc8KkHLbWRLpDinKEQDaVqaRoCYfUoOYtJK chZllrg/qImqp/Z8AcjX5g== 0000902664-10-000779.txt : 20100216 0000902664-10-000779.hdr.sgml : 20100215 20100216142539 ACCESSION NUMBER: 0000902664-10-000779 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100216 DATE AS OF CHANGE: 20100216 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEVEL GLOBAL INVESTORS LP CENTRAL INDEX KEY: 0001279573 IRS NUMBER: 113684852 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 537 STEAMBOAT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VIRGIN MEDIA INC. CENTRAL INDEX KEY: 0001270400 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 593778247 STATE OF INCORPORATION: DE FISCAL YEAR END: 0208 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79951 FILM NUMBER: 10606385 BUSINESS ADDRESS: STREET 1: 909 THIRD AVENUE STREET 2: SUITE 2863 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 00441256753762 MAIL ADDRESS: STREET 1: 160 GREAT PORTLAND STREET CITY: LONDON STATE: X0 ZIP: W1W 5QA FORMER COMPANY: FORMER CONFORMED NAME: NTL INC DATE OF NAME CHANGE: 20060315 FORMER COMPANY: FORMER CONFORMED NAME: TELEWEST GLOBAL INC DATE OF NAME CHANGE: 20031117 SC 13G 1 p10-0353sc13g.txt VIRGIN MEDIA INC. SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) Virgin Media Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 92769L101 (CUSIP Number) December 31, 2009 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) (Page 1 of 11 Pages) - ---------------- *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 92769L101 13G Page 2 of 12 Pages - ---------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Level Global Investors, L.P. - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [X] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER -0- SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 18,498,465 as of December 31, 2009 20,098,465 as of February 12, 2010 OWNED BY ___________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER -0- REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 18,498,465 as of December 31, 2009 20,098,465 as of February 12, 2010 - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,498,465 as of December 31, 2009 20,098,465 as of February 12, 2010 - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.62% as of December 31, 2009 6.11% as of February 12, 2010 - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** PN - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 92769L101 13G Page 3 of 12 Pages - ---------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Level Global, L.L.C. - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [X] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER -0- SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 18,498,465 as of December 31, 2009 20,098,465 as of February 12, 2010 OWNED BY ___________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER -0- REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 18,498,465 as of December 31, 2009 20,098,465 as of February 12, 2010 - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,498,465 as of December 31, 2009 20,098,465 as of February 12, 2010 - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.62% as of December 31, 2009 6.11% as of February 12, 2010 - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** OO - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 92769L101 13G Page 4 of 12 Pages - ---------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) David Ganek - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [X] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER -0- SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 18,498,465 as of December 31, 2009 20,098,465 as of February 12, 2010 OWNED BY ___________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER -0- REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 18,498,465 as of December 31, 2009 20,098,465 as of February 12, 2010 - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,498,465 as of December 31, 2009 20,098,465 as of February 12, 2010 - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.62% as of December 31, 2009 6.11% as of February 12, 2010 - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** IN - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 92769L101 13G Page 5 of 12 Pages - ---------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Anthony Chiasson - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [X] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER -0- SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 18,498,465 as of December 31, 2009 20,098,465 as of February 12, 2010 OWNED BY ___________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER -0- REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 18,498,465 as of December 31, 2009 20,098,465 as of February 12, 2010 - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,498,465 as of December 31, 2009 20,098,465 as of February 12, 2010 - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.62% as of December 31, 2009 6.11% as of February 12, 2010 - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** IN - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 92769L101 13G Page 6 of 12 Pages - ---------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Level Global Overseas Master Fund, Ltd. - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [X] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER -0- SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 16,004,052 as of December 31, 2009 17,640,252 as of February 12, 2010 OWNED BY ___________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER -0- REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 16,004,052 as of December 31, 2009 17,640,252 as of February 12, 2010 - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,004,052 as of December 31, 2009 17,640,252 as of February 12, 2010 - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.87% as of December 31, 2009 5.36% as of February 12, 2010 - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** OO - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 92769L101 13G Page 7 of 12 Pages Item 1(a). Name of Issuer: The name of the issuer is Virgin Media Inc. (the "Company"). Item 1(b). Address of Issuer's Principal Executive Offices: The Company's principal executive offices are located at 909 Third Avenue, Suite 2863, New York, New York 10022 Item 2(a). Name of Person Filing: This Statement is being filed on behalf of (i) Level Global Overseas Master Fund, Ltd., an exempted company incorporated under the laws of the Cayman Islands ("LGMO"), with respect to the shares of Common Stock beneficially owned by it; (ii) Level Radar Master Fund, Ltd., an exempted company incorporated under the laws of the Cayman Islands ("RMF"), with respect to the shares of Common Stock beneficially owned by it; (iii) Level Global Investors, L.P., a Delaware limited partnership (the "Investment Manager") with respect to the shares of Common Stock beneficially owned by LGMO and RMF; (iv) Level Global, L.L.C., a Delaware limited liability company organized under the laws of the State of Delaware (the "General Partner"), with respect to the shares of Common Stock beneficially owned by the Investment Manager, LGMO and RMF; (v) David Ganek, a United States citizen ("Mr. Ganek") with respect to the shares of Common Stock beneficially owned by the Investment Manager, General Partner, LGMO and RMF; and (vi) Anthony Chiasson, a United States citizen ("Mr. Chiasson") with respect to the shares of Common Stock beneficially owned by the Investment Manager, General Partner, LGMO and RMF; The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. CUSIP No. 92769L101 13G Page 8 of 12 Pages Item 2(b). Address of Principal Business Office or, if None, Residence: The address of the principal business office of each of the Investment Manager, General Partner, Mr. Ganek and Mr. Chiasson is 888 Seventh Avenue, 27th Floor, New York, NY 10019. The address of the principal business office of LGMO and RMF is c/o Citco Fund Services (Cayman Islands) Limited Corporate Centre, Windward 1 Floor, Regatta Office Park, West Bay Road, P.O. Box 31106 SMB - 1209, Grand Cayman, Cayman Islands, British West Indies. Item 2(c). Citizenship: See Item 2(a) above. Item 2(d). Title of Class of Securities: Common Stock, $0.01 par value per share (the "Common Stock") Item 2(e). CUSIP Number: 92769L101 Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act, (b) [ ] Bank as defined in Section 3(a)(6) of the Act, (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act, (d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940, (e) [ ] Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E), (f) [ ] Employee Benefit Plan or Endowment Fund in accordance with 13d-1(b)(1)(ii)(F), (g) [ ] Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G), (h) [ ] Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act, (i) [ ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940, (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Not applicable. CUSIP No. 92769L101 13G Page 9 of 12 Pages Item 4. Ownership. The percentages used herein are calculated based upon the 329,163,235 shares of Common Stock issued and outstanding as of October 28, 2009 as reflected in the Company's Form 10-Q filed for the quarterly period ended September 30, 2009. (i) Level Global Overseas Master Fund, Ltd. has shared voting and dispositive powers with respect to 16,004,052 shares of Common Stock which constitutes approximately 4.87% of the Common Stock outstanding as of such date and 17,640,252 shares of Common Stock which constitutes approximately 5.36% of the Common Stock outstanding as of February 12, 2010. Level Global Overseas Master Fund, Ltd. does not have sole voting or dispositive powers with respect to such Common Stock. (ii) Level Radar Master Fund, Ltd. has shared voting and dispositive powers with respect to 2,444,413 shares of Common Stock which constitutes approximately 0.75% of the Common Stock outstanding as of such date and 2,458,213 shares of Common Stock which constitutes approximately 0.75% of the Common Stock outstanding as of February 12, 2010. Level Radar Master Fund, Ltd. does not have sole voting or dispositive powers with respect to such Common Stock. (iii) Level Global Investors, L.P. has shared voting and dispositive powers with respect to 18,498,465 shares of Common Stock which constitutes approximately 5.62% of the Common Stock outstanding as of such date and 20,098,465 shares of the Common Stock which constitutes approximately 6.11% of the Common Stock outstanding as of February 12, 2010. Level Global Investors, L.P. does not have sole voting or dispositive powers with respect to such Common Stock. (iv) Level Global, L.L.C. has shared voting and dispositive powers with respect to 18,498,465 shares of Common Stock which constitutes approximately 5.62% of the Common Stock outstanding as of such date and 20,098,465 shares of Common Stock which constitutes approximately 6.11% of the Common Stock outstanding as of February 12, 2010. Level Global, L.L.C. does not have sole voting or dispositive powers with respect to such Common Stock. (v) David Ganek has shared voting and dispositive powers with respect to 18,498,465 shares of Common Stock which constitutes approximately 5.62% of the Common Stock outstanding as of such date and 20,098,465 shares of Common Stock which constitutes approximately 6.11% of the Common Stock outstanding as of February 12, 2010. David Ganek does not have sole voting or dispositive powers with respect to such Common Stock. (vi) Anthony Chiasson has shared voting and dispositive powers with respect to 18,498,465 shares of Common Stock which constitutes approximately 5.62% of the Common Stock outstanding as of such date and 20,098,465 shares of Common Stock which constitutes approximately 6.11% of the Common Stock outstanding as of February 12, 2010. Anthony Chiasson does not have sole voting or dispositive powers with respect to such Common Stock. CUSIP No. 92769L101 13G Page 10 of 12 Pages Level Global Investors, L.P., Level Global, L.L.C., David Ganek and Anthony Chiasson do not directly own the Common Stock. Pursuant to an investment management agreement, Level Global Investors, L.P. shares all voting and investment powers with respect to the securities held by each of Level Global Overseas Master Fund, Ltd. and Level Radar Master Fund, Ltd. Level Global, L.L.C. acts as the general partner of Level Global Investors, L.P. David Ganek and Anthony Chiasson control Level Global Investors, L.P. and Level Global, L.L.C. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. See Item 4. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. See Item 2. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. Each of the Reporting Persons hereby makes the following certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. CUSIP No. 92769L101 13G Page 11 of 12 Pages SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: February 16, 2010 Level Radar Master Fund, Ltd. By: Level Global Investors, L.P., as investment manager to Level Radar Master Fund, Ltd. By: Level Global, L.L.C., as general partner of Level Global Investors, L.P. By: /s/ David Ganek ----------------------------------- Name: David Ganek Title: Senior Managing Member Level Global Investors, L.P. By: Level Global, L.L.C., as general partner of Level Global Investors, L.P. By: /s/ David Ganek ----------------------------------- Name: David Ganek Title: Senior Managing Member Level Global, L.L.C. By: /s/ David Ganek ----------------------------------- Name: David Ganek Title: Senior Managing Member David Ganek By: /s/ David Ganek ----------------------------------- Name: David Ganek Title: Senior Managing Member, Level Global, L.L.C. CUSIP No. 92769L101 13G Page 12 of 12 Pages Anthony Chiasson By: /s/ Anthony Chiasson ----------------------------------- Name: Anthony Chiasson Title: Managing Member, Level Global, L.L.C. -----END PRIVACY-ENHANCED MESSAGE-----