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
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD [ CETV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/25/2018 | ||||||||||||||||||||||||||
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 | ||||||
Class A Common Stock | 04/25/2018 | X | 46,822,524(1)(2) | A | $46,822,524 | 108,230,299 | I | By Subsidiary(3) | ||
Class A Common Stock | 04/25/2018 | X | 24,104,472(1)(2) | A | $24,104,472 | 132,334,771 | I | By Subsidiary(3) | ||
Class A Common Stock | 04/25/2018 | X | 6,300,000(1)(2) | A | $6,300,000 | 138,634,771 | I | By Subsidiary(3) | ||
Class A Common Stock | 04/25/2018 | X | 23,700,000(1)(2) | A | $23,700,000 | 23,700,000 | D |
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 | ||||||||
Class A Common Stock Warrant (right to buy)(2) | $1 | 04/25/2018 | X | 46,822,524 | 05/02/2016 | 05/02/2018 | Class A Common Stock | 46,822,524 | $0 | 0 | I | By Subsidiary(3) | |||
Class A Common Stock Warrant (right to buy)(2) | $1 | 04/25/2018 | X | 24,104,472 | 05/02/2016 | 05/02/2018 | Class A Common Stock | 24,104,472 | $0 | 0 | I | By Subsidiary(3) | |||
Class A Common Stock Warrant (right to buy)(2) | $1 | 04/25/2018 | X | 6,300,000 | 05/02/2016 | 05/02/2018 | Class A Common Stock | 6,300,000 | $0 | 0 | I | By Subsidiary(3) | |||
Class A Common Stock Warrant (right to buy)(2) | $1 | 04/25/2018 | X | 23,700,000 | 05/02/2016 | 05/02/2018 | Class A Common Stock | 23,700,000 | $0 | 0 | D |
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. Time Warner Inc. ("Time Warner") and Time Warner Media Holdings B.V. ("TW Holdings B.V.") have executed and delivered a Standing Proxy/Authorization pursuant to which the independent directors of Central European Media Enterprises Ltd. (the "Issuer") will be directed to vote the shares of Class A Common Stock acquired by Time Warner and TW Holdings B.V. through the exercise of warrants on April 25, 2018 in accordance with the instructions contained in the Standing Proxy/Authorization. The Standing Proxy/Authorization cannot be revoked for a period of two years and may be extended for one additional year. |
2. Time Warner and TW Holdings B.V. acquired the warrants on May 2, 2014 in connection with financing transactions undertaken by the Issuer. |
3. TW Holdings B.V. is a wholly owned subsidiary of TW Media Holdings LLC, whose interests are held by Time Warner and another subsidiary of Time Warner. |
Remarks: |
See Exhibit 99 - Joint Filer Agreement. TW Holdings B.V. may be deemed a director of the Issuer by virtue of its right to nominate representatives to serve on the Issuer's board of directors. Mr. Paul Cappuccio, Ms. Iris Knobloch, Mr. Doug Shapiro, and Mr. Gerhard Zeiler currently serve as TW Holdings B.V.'s representatives on the Issuer's board. Exhibit List: Exhibit 99 - Joint Filer Agreement |
Brenda C. Karickhoff, Senior Vice President of Time Warner Inc. | 04/26/2018 | |
** 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. |