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
NET2PHONE INC [ NTOP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/24/2003 | ||||||||||||||||||||||||||
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 | 11/24/2003 | P | 1,250,000 | A | $4.5 | 30,146,750(1) | I | See Footnote(2) |
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 |
Explanation of Responses: |
1. Represents 1,250,000 shares of Common Stock held by Liberty N2P III, Inc., a controlled subsidiary of the reporting person, and 28,896,750 shares of Class A Common Stock of Net2Phone, Inc. held by NTOP Holdings, L.L.C. Each share of Class A Common Stock is convertible into one share of Common Stock at any time at the option of the holder without consideration. The reporting person, on behalf of itself and each of its subsidiaries, disclaims beneficial ownership of the 28,896,760 shares of Class A Common Stock held by NTOP Holdings, L.L.C., and the filing of this statement shall not be deemed an admission that the reporting person or any of its subsidiaries beneficially own any of the securities covered by this statement for purposes of Section 16 or any other purpose. |
2. Liberty Media Corporation owns 100% of LMC Capital LLC. LMC Capital LLC owns 100% of Liberty Programming Company LLC. Liberty Programming Company LLC owns a majority of the outstanding capital stock of LMC Animal Planet, Inc. LMC Animal Planet, Inc. owns 100% of the outstanding capital stock of Liberty N2P, Inc., Liberty N2P II, Inc. and Liberty N2P III, Inc. Liberty N2P III, Inc. owns 1,250,000 shares of Common Stock of Net2Phone, Inc. Liberty N2P, Inc. and Liberty N2P II, Inc. own non-controlling membership interests in NTOP Holdings, L.L.C. NTOP Holdings, L.L.C. owns 28,896,750 shares of Class A Common Stock of Net2Phone, Inc. The reporting person, on behalf of itself and each of its subsidiaries, disclaims beneficial ownership of the securities held by NTOP Holdings, L.L.C. and disclaims membership in any group with any other member of NTOP Holdings, L.L.C. or any other person with respect to such securities. |
Remarks: |
Additional trading symbol: LSTTB |
By: Charles Y. Tanabe, Senior Vice President | 11/24/2003 | |
** 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. |