SEC FORM 4

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^*

KKR ASSOCIATES

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PRIMEDIA INC [ PRM ]

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)
07/13/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	07/13/2011		J⁽¹⁾		5,635,773	D	$7.1	0	I	See Footnotes⁽²⁾⁽¹⁰⁾⁽¹²⁾
Common Stock, par value $0.01 per share	07/13/2011		J⁽¹⁾		2,533,333	D	$7.1	0	I	See Footnotes⁽³⁾⁽¹⁰⁾⁽¹²⁾
Common Stock, par value $0.01 per share	07/13/2011		J⁽¹⁾		5,754,000	D	$7.1	0	I	See Footnotes⁽⁴⁾⁽¹⁰⁾⁽¹²⁾
Common Stock, par value $0.01 per share	07/13/2011		J⁽¹⁾		1,562,500	D	$7.1	0	I	See Footnotes⁽⁵⁾⁽¹⁰⁾⁽¹²⁾
Common Stock, par value $0.01 per share	07/13/2011		J⁽¹⁾		2,083,333	D	$7.1	0	I	See Footnotes⁽⁶⁾⁽¹⁰⁾⁽¹²⁾
Common Stock, par value $0.01 per share	07/13/2011		J⁽¹⁾		245,437	D	$7.1	0	I	See Footnotes⁽⁷⁾⁽¹⁰⁾⁽¹²⁾
Common Stock, par value $0.01 per share	07/13/2011		J⁽¹⁾		8,198,339	D	$7.1	0	I	See Footnotes⁽⁸⁾⁽¹⁰⁾⁽¹²⁾
Common Stock, par value $0.01 per share	07/13/2011		J⁽¹⁾		15,013	D	$7.1	0	I	See Footnotes⁽⁹⁾⁽¹⁰⁾⁽¹²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants (right to buy)	$42	07/13/2011		J⁽¹⁾			208,333	08/24/2002	08/24/2011	Common Stock, par value $0.01	208,333	$0.00⁽¹¹⁾	0	I	See Footnotes⁽⁸⁾⁽¹⁰⁾⁽¹²⁾
Warrants (right to buy)	$42	07/13/2011		J⁽¹⁾			436,667	08/24/2002	08/24/2011	Common Stock, par value $0.01	436,667	$0.00⁽¹¹⁾	0	I	See Footnotes⁽⁸⁾⁽¹⁰⁾⁽¹²⁾
Warrants (right to buy)	$42	07/13/2011		J⁽¹⁾			41,667	08/24/2002	11/24/2011	Common Stock, par value $0.01	41,667	$0.00⁽¹¹⁾	0	I	See Footnotes⁽⁸⁾⁽¹⁰⁾⁽¹²⁾
Warrants (right to buy)	$42	07/13/2011		J⁽¹⁾			166,667	08/24/2002	02/24/2012	Common Stock, par value $0.01	166,667	$0.00⁽¹¹⁾	0	I	See Footnotes⁽⁸⁾⁽¹⁰⁾⁽¹²⁾
Warrants (right to buy)	$42	07/13/2011		J⁽¹⁾			208,333	08/24/2002	05/24/2012	Common Stock, par value $0.01	208,333	$0.00⁽¹¹⁾	0	I	See Footnotes⁽⁸⁾⁽¹⁰⁾⁽¹²⁾
Warrants (right to buy)	$42	07/13/2011		J⁽¹⁾			250,000	08/24/2002	08/24/2012	Common Stock, par value $0.01	250,000	$0.00⁽¹¹⁾	0	I	See Footnotes⁽⁸⁾⁽¹⁰⁾⁽¹²⁾

1. Name and Address of Reporting Person^*

KKR ASSOCIATES

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(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^*

MA Associates LP

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(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^*

FP Associates LP

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(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^*

Magazine Associates LP

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(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^*

Publishing Associates LP

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(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^*

Channel One Associates, L.P.

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(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^*

KKR PARTNERS II LP

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(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^*

KRAVIS HENRY R

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(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^*

ROBERTS GEORGE R

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(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. These securities were disposed of in connection with the Agreement and Plan of Merger by and among Pittsburgh Holdings, LLC, a Delaware limited liability company, Pittsburgh Acquisition, Inc., a Delaware corporation and the Issuer, pursuant to which, among other things, Pittsburgh Acquisition, Inc. merged with and into the Issuer, the Issuer as the surviving entity. The merger consideration per share of common stock consisted of cash in an amount equal to $7.10.

2. These shares were held by MA Associates, L.P.

3. These shares were held by FP Associates, L.P.

4. These shares were held by Magazine Associates, L.P.

5. These shares were held by Publishing Associates, L.P.

6. These shares were held by Channel One Associates, L.P.

7. These shares were held by KKR Partners II, L.P.

8. These securities were held by KKR 1996 Fund L.P.

9. These shares were held by George R. Roberts.

10. KKR Associates L.P. is the sole general partner of MA Associates L.P., FP Associates, L.P., Magazine Associates, L.P., Publishing Associates, L.P., Channel One Associates, L.P. and KKR Partners II, L.P. KKR Associates 1996 L.P. is the sole general partner of KKR 1996 Fund L.P., while KKR 1996 GP LLC is the sole general partner of KKR Associates 1996 L.P. Henry R. Kravis and George R. Roberts are members of the executive committee of KKR Associates, L.P. and managers of KKR 1996 GP LLC.

11. The warrant exercise price of $ 42.00 per share was greater than the merger consideration per share of common stock of $7.10 and thus no consideration was received in exchange for the cancellation of the warrants.

12. Each Reporting Person disclaims beneficial ownership of any securities reported herein, except to the extent of such person's pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any equity securities covered by this statement.

Remarks:

Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, KKR 1996 Fund L.P., KKR Associates 1996 L.P. and KKR 1996 GP LLC have filed a separate Form 4 reporting the same information.

	MA ASSOCIATES, L.P. By: KKR ASSOCIATES, L.P. Its General Partner By: /s/ Richard J. Kreider, Authorized Person	07/15/2011
	FP ASSOCIATES, L.P. By: KKR ASSOCIATES, L.P. Its General Partner By: /s/ Richard J. Kreider, Authorized Person	07/15/2011
	MAGAZINE ASSOCIATES, L.P. By: KKR ASSOCIATES, L.P. Its General Partner By: /s/ Richard J. Kreider, Authorized Person	07/15/2011
	PUBLISHING ASSOCIATES, L.P. By: KKR ASSOCIATES, L.P. Its General Partner By: /s/ Richard J. Kreider, Authorized Person	07/15/2011
	CHANNEL ONE ASSOCIATES, L.P. By: KKR ASSOCIATES, L.P. Its General Partner By: /s/ Richard J. Kreider, Authorized Person	07/15/2011
	KKR PARTNERS II, L.P. By: KKR ASSOCIATES, L.P. Its General Partner By: /s/ Richard J. Kreider, Authorized Person	07/15/2011
	KKR ASSOCIATES, L.P. By: /s/ Richard J. Kreider, Authorized Person	07/15/2011
	HENRY R. KRAVIS By: /s/ Richard J. Kreider, Attorney-in-Fact for Henry R. Kravis	07/15/2011
	GEORGE R. ROBERTS By: /s/ Richard J. Kreider, Attorney-in-Fact for George R. Roberts	07/15/2011
	** 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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