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*
Black Horse Capital Advisors LLC

(Last) (First) (Middle)
45 ROCKEFELLER CENTER, 20TH FLOOR

(Street)
NEW YORK NY 10111

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
METROMEDIA INTERNATIONAL GROUP INC [ MTRM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
See (1)
3. Date of Earliest Transaction (Month/Day/Year)
01/23/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
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 01/23/2007 P 56,451 A $1.5 1,178,885 D(1)(2)(5)(6)(7)
Common Stock 01/23/2007 P 396,190 A $1.5 4,960,790 D(1)(3)(5)(6)(7)
Common Stock 01/23/2007 P 74,249 A $1.5 1,600,296 D(1)(4)(5)(6)(7)
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*
Black Horse Capital Advisors LLC

(Last) (First) (Middle)
45 ROCKEFELLER CENTER, 20TH FLOOR

(Street)
NEW YORK NY 10111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See (1)
1. Name and Address of Reporting Person*
Black Horse Capital Offshore Ltd.

(Last) (First) (Middle)
C/O M&C CORPORATE SERVICES, PO BOX 30UGL
UGLAND HOUSE, SOUTH CHURCH STREET

(Street)
GEORGE TOWN, GRAND CAYMAN E9 00000

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See (1)
1. Name and Address of Reporting Person*
BLACK HORSE CAPITAL LP

(Last) (First) (Middle)
45 ROCKEFELLER PLAZA 20TH FL

(Street)
NEW YORK NY 10111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See (1)
1. Name and Address of Reporting Person*
BLACK HORSE CAPITAL QP L P

(Last) (First) (Middle)
45 ROCKEFELLER PLAZA 20TH FL

(Street)
NEW YORK NY 10111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See (1)
1. Name and Address of Reporting Person*
Black Horse Capital Management LLC

(Last) (First) (Middle)
45 ROCKEFELLER CENTER, 20TH FLOOR

(Street)
NEW YORK NY 10111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See (1)
1. Name and Address of Reporting Person*
Sheehy Brian

(Last) (First) (Middle)
45 ROCKEFELLER CENTER, 20TH FLOOR

(Street)
NEW YORK NY 10111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See (1)
1. Name and Address of Reporting Person*
Chappell Dale

(Last) (First) (Middle)
45 ROCKEFELLER CENTER, 20TH FLOOR

(Street)
NEW YORK NY 10111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See (1)
Explanation of Responses:
1. Black Horse Capital Advisors LLC (the "Black Horse Advisors") may be deemed to be a member of a group within the meaning of Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as amended, with Esopus Creek Value LP and the other reporting persons (collectively, the "Group Members") identified in the Schedule 13D/A filed on December 20, 2006, as amended, by the Group Members.
2. Black Horse Advisors is the investment manager of Black Horse Capital Offshore Ltd. ("Black Horse Offshore Fund"). The Black Horse Offshore Fund directly owns 1,178,885 shares of common stock and 28,370 shares of Convertible Preferred Stock, which are convertible into 94,472 shares of common stock. Black Horse Advisors is deemed to indirectly beneficially own the shares of stock directly owned by Black Horse Offshore Fund.
3. Black Horse Capital LP ("Black Horse Capital Fund") directly owns 4,960,790 shares of common stock and 120,970 shares of Convertible Preferred Stock, which are convertible into 402,830 shares of common stock. Black Horse Capital Management LLC ("Black Horse Management") is the managing general partner of Black Horse Capital Fund and is deemed to indirectly beneficially own the shares of stock directly owned by Black Horse Capital Fund.
4. Black Horse Capital (QP) LP ("Black Horse QP Fund") directly owns 1,600,296 shares of common stock and 35,742 shares of Convertible Preferred Stock, which are convertible into 119,021 shares of common stock. Black Horse Management is the managing general partner of Black Horse QP Fund and is deemed to indirectly beneficially own the shares of stock directly owned by Black Horse QP Fund.
5. Brian Sheehy and Dale Chappell are the managing members of each of Black Horse Advisors and Black Horse Management and are deemed to indirectly beneficially own the shares of stock beneficially owned by them. Mr. Chappell does not directly own any shares of common stock or Convertible Preferred Stock. Brian Sheehy directly owns 58,600 shares of common stock and 840 shares of Convertible Preferred Stock, which is convertible into 2,797 shares of common stock.
6. For purposes of this Form 4, Black Horse Advisors, Black Horse Management, and Messrs. Sheehy and Chappell disclaim ownership of the shares of common stock owned by the funds reporting on this Form 4 except to the extent of their pecuniary interest therein.
7. The persons reporting on this Form 4 disclaim any pecuniary interest in the shares of common stock owned by the other Group Members.
Dale Chappell, Managing Member of Black Horse Capital Advisors LLC 01/25/2007
Dale Chappell, Managing Member of Black Horse Capital Management LLC, General Partner of Black Horse Capital LP 01/25/2007
Dale Chappell, Managing Member of Black Horse Capital Management LLC, General Partner of Black Horse Capital (QP) LP 01/25/2007
Dale Chappell, Director of Black Horse Capital Offshore Ltd. 01/25/2007
Dale Chappell, Managing Member of Black Horse Capital Management LLC 01/25/2007
Dale Chappell 01/25/2007
Brian Sheehy 01/25/2007
** 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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