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*
Kudelski SA

(Last) (First) (Middle)
22-24, ROUTE DE GENEVE, CASE POSTALE 134

(Street)
CHESEAUX, SWITZERLAND V8 1033

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
OPENTV CORP [ OPTV ]
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)
11/25/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
11/30/2009
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
OpenTV Class A ordinary shares 11/25/2009 P 1,234,062(1)(2) A $1.55 84,202,800(1)(2) I See Footnote(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
1. Name and Address of Reporting Person*
Kudelski SA

(Last) (First) (Middle)
22-24, ROUTE DE GENEVE, CASE POSTALE 134

(Street)
CHESEAUX, SWITZERLAND V8 1033

(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*
Kudelski Interactive Cayman, Ltd.

(Last) (First) (Middle)
22-24, ROUTE DE GENEVE, CASE POSTALE 134

(Street)
CHESEAUX, SWITZERLAND V8 1033

(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. This amendment is being filed to reflect a decrease of 8,300 shares (a) in the number of shares reported as acquired in Item 4 of Table I and (b) in the number of shares reported as beneficially owned following such acquisition in Item 5 of Table I, in each case, of the original Form 4 to which this amendment relates. The 8,300 share decreases resulted from a decrease of the same number of shares reported by Computershare Trust Company, N.A. as validly tendered and accepted for payment as of the expiration of Kudelski Interactive Cayman, Ltd.'s tender offer to acquire all outstanding Class A ordinary shares of OpenTV Corp. not owned by Kudelski SA or its wholly-owned subsidiaries, including during the subsequent offering period following expiration of the initial offer period.
2. Computershare Trust Company, N.A. acted as the depositary for such tender offer. The preliminary information received from the depositary for the tender offer, which was included in the original Form 4 to which this amendment relates, reported that 77,677,149 shares were validly tendered and accepted for payment as of the expiration of the tender offer.
3. 6,533,951 of the shares indicated are owned directly by Kudelski Interactive Cayman, Ltd., which is an indirect wholly-owned subsidiary of Kudelski SA. 77,668,849 of the shares indicated were accepted for payment by Kudelski Interactive Cayman, Ltd. as part of the tender offer described in the foregoing footnote (1) through November 25, 2009, which was the expiration date of the tender offer. Kudelski Financial Services Holding SCA, a wholly-owned subsidiary of Kudelski SA, is the majority holder of Kudelski Interactive Cayman, Ltd. Kudelski Financial Services Holding SCA and Kudelski SA are indirect beneficial owners of the OpenTV Corp. Class A ordinary shares described in the first two sentences of this footnote.
/s/ Santino Rumasuglia, for Kudelski SA 12/08/2009
/s/ Santino Rumasuglia, for Kudelski Interactive Cayman, Ltd. 12/08/2009
** 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).
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