SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Providence Equity Partners IV, L.L.C.

(Last)

(First)

(Middle)

C/O PROVIDENCE EQUITY PARTNERS L.L.C.

50 KENNEDY PLAZA,

(Street)

PROVIDENCE

02903

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/25/2006

3. Issuer Name and Ticker or Trading Symbol
HUNGARIAN TELEPHONE & CABLE CORP [ HTC ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7,999,789	I	See Notes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	30,000	$0⁽¹⁾	I	See Notes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Warrants to purchase Common Stock⁽²⁾	⁽²⁾	⁽²⁾	Common Stock	2,500,000	$0⁽²⁾	I	See Notes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

Providence Equity Partners IV, L.L.C.

(Last)

(First)

(Middle)

C/O PROVIDENCE EQUITY PARTNERS L.L.C.

50 KENNEDY PLAZA,

(Street)

PROVIDENCE

02903

(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^*

Providence Equity GP IV L.P.

(Last)

(First)

(Middle)

C/O PROVIDENCE EQUITY PARTNERS L.L.C.

50 KENNEDY PLAZA,

(Street)

PROVIDENCE

02903

(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^*

PROVIDENCE EQUITY OPERATING PARTNERS IV LP

(Last)

(First)

(Middle)

C/O PROVIDENCE EQUITY PARTNERS L.L.C.

50 KENNEDY PLAZA,

(Street)

PROVIDENCE

02903

(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^*

Providence Syndication Partners (Cayman) GP Ltd.

(Last)

(First)

(Middle)

C/O PROVIDENCE EQUITY PARTNERS L.L.C.

50 KENNEDY PLAZA,

(Street)

PROVIDENCE

02903

(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^*

Providence Syndication Partners (Cayman) L.P.

(Last)

(First)

(Middle)

C/O PROVIDENCE EQUITY PARTNERS L.L.C.

50 KENNEDY PLAZA,

(Street)

PROVIDENCE

02903

(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^*

CREAMER GLENN M

(Last)

(First)

(Middle)

C/O PROVIDENCE EQUITY PARTNERS L.L.C.

50 KENNEDY PLAZA,

(Street)

PROVIDENCE

02903

(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^*

SALEM PAUL J

(Last)

(First)

(Middle)

C/O PROVIDENCE EQUITY PARTNERS L.L.C.

50 KENNEDY PLAZA,

(Street)

PROVIDENCE

02903

(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^*

NELSON JONATHAN M

(Last)

(First)

(Middle)

C/O PROVIDENCE EQUITY PARTNERS L.L.C.

50 KENNEDY PLAZA,

(Street)

PROVIDENCE

02903

(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. Holders of Series A Convertible Preferred Stock have the right, at any time, to convert any such shares into ten shares of common stock of Hungarian Telephone and Cable Corp.

2. TDC A/S entered into agreements on March 30, 2005 to acquire warrants to purchase 2,500,000 shares of Common Sock for a period of 60 days from the date of acquisition for a price representing $9.50 per share.

3. See Exhibit 99.2 for explanation of the nature of indirect beneficial ownership.

4. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons herein states that this filing shall not be deemed an admission that he or it is the beneficial owner of any of the shares of Common Stock, Series A Convertible Preferred Stock and Warrants to purchase Common Stock (the "Securities") covered by this Statement. Each of the reporting persons disclaims beneficial ownership of the Securities, except to the extent of its or his pecuniary interest in such Securities.

5. Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in 9 parts.

6. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

Remarks:

Exhibits 99.1 Filing Person information 99.2 Indirect Beneficial Ownership 99.3 Joint Filing Agreement

	See signatures of reporting persons attached as Exhibit 99.1	02/03/2006
	** 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 5 (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.
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