| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CNET NETWORKS INC [ CNET ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/27/2008 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 06/27/2008 | P | 215,000,000(1) | A | $11.5 | 334,083,965(2) | I(3) | By Ten Acquisition Corp. | ||
| Common Stock | 06/30/2008 | P | 34,308,968(4) | A | $11.5 | 100(5) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Reflects shares acquired from CNET, pursuant to the exercise of the "top-up" option provided in the Agreement and Plan of Merger, dated as of May 15, 2008 (the "Merger Agreement"), by and among CBS Corporation ("CBS"), Ten Acquisition Corp., a wholly-owned subsidiary of CBS ("Ten Acquisition"), and CNET Networks, Inc. ("CNET"). |
| 2. On June 30, 2008, at the effective time of the merger these shares were cancelled and ceased to exist. |
| 3. The shares were held by Ten Acquisition and may also be deemed to be beneficially owned by (a) CBS, (b) NAIRI Inc. ("NAIRI"), which owns approximately 80% of CBS' voting stock, (c) NAIRI's parent corporation, National Amusements Inc. ("NAI"), and (d) Mr. Sumner M. Redstone, who is the controlling stockholder of NAI. Following the consummation of the share purchase pursuant to the exercise of the "top-up" option, CBS contributed all of the shares directly held by it to Ten Acquistion on June 27, 2008. |
| 4. Reflects all of the outstanding shares of CNET not tendered in the offer and deemed acquired by CBS pursuant to the consummation of the merger. At the effective time of the merger, these shares were cancelled and ceased to exist. |
| 5. Prior to the merger, CBS held 100 shares of the common stock of Ten Acquisition, par value $0.01 per share, which shares represented all of the issued and outstanding capital stock of Ten Acquisition. Upon the merger of Ten Acquisition with and into CNET, each share of Ten Acquisition held by CBS converted into one share of CNET. Ten Acquisition's separate corporate existence ceased and CNET survived the merger as a direct, wholly-owned subsidiary of CBS. |
| /s/ Angeline C. Straka, SVP and Secretary, CBS Corporation | 07/01/2008 | |
| /s/ Louis J. Briskman, Vice President and Secretary, Ten Acquisition Corp. | 06/30/2008 | |
| /s/ Sumner M. Redstone, Chairman and President, NAIRI Inc. | 07/01/2008 | |
| /s/ Sumner M. Redstone, Chairman and CEO, National Amusements Inc. | 07/01/2008 | |
| /s/ Sumner M. Redstone | 07/01/2008 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||