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
Intermix Media, Inc. [ MIX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/30/2005 | ||||||||||||||||||||||||||
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, par value $.001 per share | 09/30/2005 | 09/30/2005 | P | 200 | A | $0(1) | 200 | I | Owned by Fox Interactive Media, Inc. through Intermix Holdings LLC |
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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Explanation of Responses: |
1. See Remarks. |
Remarks: |
On September 30, 2005, pursuant to an Agreement and Plan of Merger, dated July 18, 2005, by and among Intermix Media, Inc. ("Intermix"), Fox Interactive Media, Inc. Project Ivory Acquisition Corporation ("Merger Sub") and News Corporation, Merger Sub merged with and into Intermix, with Intermix as the surviving corporation (the "Merger"), and the existing capital stock of Intermix was exchanged into the right to receive the following merger consideration: (i) shares of common stock, par value $.001 per share, of Intermix were converted into the right to receive $12.00 per share, (ii) shares of Series B Convertible Preferred Stock, $.10 par value per share, of Intermix were converted into the right to receive $14.60 per share, (iii) shares of Series C Convertible Preferred Stock, $.10 par value per share, of Intermix were converted into the right to receive $13.50 per share and (iv) shares Series C-1 Convertible Preferred Stock, $.10 par value per share, of Intermix were converted into the right to receive $14.00 per share. As a result of the Merger, the outstanding common stock of Merger Sub was converted into common stock of Intermix and Intermix Holdings LLC, a wholly owned subsidiary of Fox Interactive Media, Inc., became the sole shareholder of Intermix. |
News Corporation /s/ Lawrence A. Jacobs Name: Lawrence A. Jacobs Title: Senior Executive Vice President and Group General Counsel | 10/04/2005 | |
Fox Interactive Media, Inc. /s/ Michael Angus Name: Michael Angus Title: Executive Vice President and General Counsel | 10/04/2005 | |
** 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. |