X0202 4/A 2000-06-20 2006-07-05 0000911151 EMAK Worldwide, Inc. EMAK 0001111542 CROWN EMAK PARTNERS LLC 660 MADISON AVENUE 15TH FLOOR NEW YORK NY 10021 1 0 1 0 0001368202 Crown EMAK Investments, LLC 660 MADISON AVENUE, 15TH FLOOR NEW YORK NY 10021 1 0 1 0 0001368201 Crown EMAK Holdings, LLC 660 MADISON AVENUE, 15TH FLOOR NEW YORK NY 10021 1 0 1 0 0001368210 Santa Monica Pictures, LLC C/O DEENA PATRIARCA 1919 PENNSYLVANIA AVE, N.W. SUITE 725 WASHINGTON DC 20006 1 0 1 0 0001368209 Somerville S Trust C/O DEENA PATRIARCA 1919 PENNSYLVANIA AVE, N.W., SUITE 725 WASHINGTON DC 20006 1 0 1 0 0001368649 Somerville, LLC C/O DEENA PATRIARCA 1919 PENNSYLVANIA AVE, N.W., SUITE 725 WASHINGTON DC 20006 1 0 1 0 0001214326 LERNER PERRY A C/O DEENA PATRIARCA 1919 PENNSYLVANIA AVE, N.W. SUITE 725 WASHINGTON DC 20006 1 0 1 0 0001368650 Leedom Ackerman Joanne C/O DEENA PATRIARCA 1919 PENNSYLVANIA AVE, N.W., SUITE 725 WASHINGTON DC 20006 1 0 1 0 0001111564 ACKERMAN PETER C/O DEENA PATRIARCA 1919 PENNSYLVANIA AVE, N.W. SUITE 725 WASHINGTON DC 20006 1 0 1 0 Series A Preferred Stock 14.75 2000-06-20 4 A 0 13100 A Common Stock 888135 25000 D Series B Warrant 1000 2000-06-20 4 A 0 1 A 2005-06-20 Series B Preferred Stock 6288 1 D Series C Warrant 1000 2000-06-20 4 A 0 1 A 2005-06-20 Series C Preferred Stock 1572 1 D Each share of Series A Senior Cumulative Participating Convertible Preferred Stock (the "Series A Preferred") is convertible into the number of shares of common stock determined by dividing $1,000 by the $14.75 conversion price. The securities reported in this transaction were acquired by Crown EMAK Partners, LLC ("Crown Partners", formerly known as Crown Acquisition Partners, LLC) from the issuer for an aggregate purchase price of $13,100,000. At the time of the transaction reported herein, all of the securities acquired in such transaction were convertible or exercisable, as applicable, at any time. The Series B Senior Cumulative Participating Convertible Preferred Stock Purchase Warrant acquired in this transaction (the "Series B Warrant") is exercisable for 6,288 shares of Series B Senior Cumulative Participating Convertible Preferred Stock (the "Series B Preferred Stock"), at an exercise price of $1,000 per share. The 6,288 shares of Series B Preferred Stock issuable upon exercise of the Series B Warrant are convertible into an aggregate of 393,000 shares of common stock of the issuer, par value $0.001 per share ("Common Stock"). The number of shares of Common Stock into which each share of Series B Preferred Stock is convertible is determined by dividing $1,000 by the conversion price of the Series B Preferred Stock ($16.00). The Series C Senior Cumulative Participating Convertible Preferred Stock Purchase Warrant acquired in this transaction (the "Series C Warrant") is exercisable for 1,572 shares of Series C Senior Cumulative Participating Convertible Preferred Stock (the "Series C Preferred Stock"), at an exercise price of $1,000 per share. The 1,572 shares of Series C Preferred Stock issuable upon exercise of the Series C Warrant are convertible into an aggregate of 87,333 shares of Common Stock. The number of shares of Common Stock into which each share of Series C Preferred Stock is convertible is determined by dividing $1,000 by the conversion price of the Series C Preferred Stock ($18.00). Crown EMAK Partners, LLC ("Crown Partners") is the direct holder of the securities reported in this Form 4. Crown EMAK Investments, LLC ("Crown Investments") is the managing member of Crown Partners. Crown EMAK Holdings, LLC ("Crown Holdings") is the managing member of Crown Investments. Somerville, LLC ("Somerville") is the managing member of Crown Holdings. Somerville is a subsidiary of Santa Monica Pictures, LLC ("SMP"), and SMP is a subsidiary of Somerville S Trust, a revocable trust (the "Trust"). Perry A. Lerner is the trustee of the Trust. Peter Ackerman and Joanne Leedom-Ackerman have the power to revoke the Trust and may be deemed to have shared power to vote or direct the vote, and shared power to dispose or to direct the disposition of, any securities of the Issuer beneficially owned by the Trust. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons states that this filing shall not be deemed an admission that such Reporting Person is the beneficial owner of any of the securities reported herein. Additionally, each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of such Reporting Person's pecuniary interest in such securities. The Reporting Persons may also be deemed to beneficially own an additional Series B Warrant that expires on March 29, 2005 and is exercisable for 5,712 shares of Series B Preferred Stock. The Reporting Persons may also be deemed to beneficially own an additional Series C Warrant that expires on March 29, 2005 and is exercisable for 1,428 shares of Series C Preferred Stock. Series A Senior Cumulative Participating Convertible Preferred Stock Series B Senior Cumulative Participating Convertible Preferred Stock Purchase Warrant Series C Senior Cumulative Participating Convertible Preferred Stock Purchase Warrant n/a Series B Senior Cumulative Participating Convertible Preferred Stock Series C Senior Cumulative Participating Convertible Preferred Stock (1) One or more representatives of the Reporting Persons has been appointed as a director of the Issuer, and each Reporting Person may thereby be deemed a director of the Issuer by deputization. (2) The information set forth in this report reflects back to the date of the transaction reported herein. Further transactions involving the securities listed in this report occurred between the date of the transaction reported herein and the date this report was filed (the "Filing Date"). Additional Form 4s reporting such subsequent transactions have been filed on or before the Filing Date. (3) This amendment is being filed to add the following Reporting Owners, each of which was identified in the original filing but did not have Edgar filer codes at the time the original filing was submitted: Somerville, LLC Perry A. Lerner Joanne Leedom-Ackerman Peter Ackerman /s/ Tracy Tormey, as Attorney in Fact for each of the Reporting Persons. See previously filed Power of Attorney 2006-07-13