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^*

LAUDER RONALD S

(Last)

(First)

(Middle)

C/O RSL INVESTMENTS CORPORATION

767 FIFTH AVENUE, SUITE 4200

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD [ CETV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2011

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)
Class A Common Stock⁽¹⁾⁽²⁾	03/02/2011		J⁽³⁾		3,122,364	A	⁽³⁾	22,122,364	I	By Time Warner Media Holdings B.V.
Class A Common Stock⁽⁴⁾								2,885,705	I	By RSL Investments Corporation
Class A Common Stock⁽⁵⁾								105,231	I	By RAJ Family Partners, L.P.
Class A Common Stock⁽⁶⁾								90,000	D

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)

1. Name and Address of Reporting Person^*

LAUDER RONALD S

(Last)

(First)

(Middle)

C/O RSL INVESTMENTS CORPORATION

767 FIFTH AVENUE, SUITE 4200

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

RSL Savannah LLC

(Last)

(First)

(Middle)

767 FIFTH AVENUE, SUITE 4200

(Street)

NEW YORK

10153

(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. The Reporting Persons, Ronald S. Lauder ("RSL") and RSL Savannah, LLC, the sole member of which is RSL ("RSL Savannah"), each beneficially own 22,122,364 shares of Class A Common Stock that are held directly by Time Warner Media Holdings B.V. ("TW Holdings BV"), over which RSL Savannah has a proxy to vote such shares pursuant to and in accordance with that certain Irrevocable Voting Deed and Corporate Representative Appointment, by and among TW Holdings BV, the Reporting Persons and the Issuer, dated May 18, 2009 (the "Voting Agreement"). Such shares are in the form of 17,622,364 shares of Class A Common Stock held directly by TW Holdings BV and 4,500,000 shares of Class B Common Stock held directly by TW Holdings BV.

2. Shares of Class B Common Stock may be immediately converted by the holder into shares of Class A Common Stock without payment of additional consideration on a one-for-one basis and will automatically convert into shares of Class A Common Stock on a one-for-one basis when the number of issued and outstanding shares of Class B Common Stock is less than 10% of the issued and outstanding shares of Common Stock of the Issuer. Shares of Class B Common Stock do not have an expiration date.

3. On March 2, 2011, TW Holdings BV purchased 3,122,364 shares of Class A Common Stock. This was disclosed in the Schedule 13D/A filed with the SEC on March 4, 2011 by TW Holdings BV, Time Warner Inc. and TW Media Holdings LLC. The Reporting Persons did not purchase, nor provide any funds or other consideration with respect to the purchase of, such shares.

4. RSL is the beneficial owner of 2,885,705 shares of Class A Common Stock, which are held directly by RSL Investments Corporation, the sole shareholder of which is RSL ("RIC"), in the form of 2,885,705 shares of Class B Common Stock;

5. RSL is the beneficial owner of 105,231 shares of Class A Common Stock, which are held directly by RAJ Family Partners, L.P. ("RAJ LP"), the managing general partner of which is RAJ Family Corporation ("RAJ Corp"), of which RSL is Chairman and President, in the form of 105,231 shares of Class B Common Stock; and

6. RSL is the beneficial owner of 90,000 shares of Class A Common Stock, in the form of 90,000 shares of Class B Common Stock underlying exercisable options held directly by RSL.

	/s/ Ronald S. Lauder	03/10/2011
	/s/ Kelli Turner RSL Savannah LLC, by Kelli Turner, Executive Vice President	03/10/2011
	** Signature of Reporting Person	Date
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