SEC FORM 4

SEC Form 4

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^*

LAUDER RONALD S

(Last)

(First)

(Middle)

C/O RSL INVESTMENTS CORPORATION

767 FIFTH AVENUE, STE 4200

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2012

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/15/2012		A⁽¹⁾		2,000,000	A	$7.51	2,000,000	D⁽⁴⁾⁽⁸⁾
Class A Common Stock	06/15/2012		C⁽²⁾		26,000	A	⁽²⁾	2,026,000	D⁽⁴⁾⁽⁸⁾
Class A Common Stock	06/15/2012		A⁽¹⁾		9,901,260	A	$7.51⁽⁵⁾	9,901,260	I	By Time Warner Media Holdings B.V.⁽³⁾
Class A Common Stock	06/15/2012		C⁽²⁾		4,500,000	A	⁽²⁾	14,401,260	I	By Time Warner Media Holdings B.V.⁽³⁾
Class A Common Stock⁽⁶⁾	06/15/2012		C⁽²⁾		2,885,705	A	⁽²⁾	2,885,705	I	RSL Investments Corporation⁽⁸⁾
Class A Common Stock⁽⁷⁾	06/15/2012		C⁽²⁾		105,231	A	⁽²⁾	105,231	I	RAJ Family Partners, L.P.⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽²⁾	06/15/2012		C⁽²⁾			4,500,000	⁽²⁾	⁽²⁾	Class A Common Stock	4,500,000	⁽²⁾	0	I	By Time Warner Media Holdings B.V.⁽³⁾
Class B Common Stock	⁽²⁾	06/15/2012		C⁽²⁾			2,885,705	⁽²⁾	⁽²⁾	Class A Common Stock	2,885,705	⁽²⁾	0	I	RSL Investments Corporation⁽⁸⁾
Class B Common Stock	⁽²⁾	06/15/2012		C⁽²⁾			105,231	⁽²⁾	⁽²⁾	Class A Common Stock	105,231	⁽²⁾	0	I	RAJ Family Partners, L.P.⁽⁸⁾

1. Name and Address of Reporting Person^*

LAUDER RONALD S

(Last)

(First)

(Middle)

C/O RSL INVESTMENTS CORPORATION

767 FIFTH AVENUE, STE 4200

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

RSL Savannah LLC

(Last)

(First)

(Middle)

767 FIFTH AVENUE, STE 4200

(Street)

NEW YORK

10153

(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. Acquisition exempt pursuant to Rule 16b-3(d).

2. Shares of Class B Common Stock were convertible into shares of Class A Common Stock, at any time, at the holder's election, on a one-for-one basis for no additional consideration. These conversions are exempt pursuant to Rule 16b-6.

3. The Reporting Persons, Ronald S. Lauder ("RSL") and RSL Savannah, LLC ("RSL Savannah"), may be deemed, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), to beneficially own 32,023,624 shares of Class A Common Stock ("TW Investor Shares") that are held directly by Time Warner Media Holdings B.V. ("TW Investor"), over which RSL Savannah has a proxy to vote such shares pursuant to and in accordance with that certain Irrevocable Voting Deed and Corporate Representative Appointment, by and among TW Investor, RSL, RSL Savannah and the Issuer, dated May 18, 2009. The Reporting Persons disclaim beneficial ownership of the TW Investor Shares and this report shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16(b) of the Exchange Act or for any other purpose, the beneficial owner of such shares.

4. Shares held directly by RSL.

5. As disclosed in the Current Report on Form 8-K filed by the Issuer on June 18, 2012.

6. RSL is the beneficial owner of 2,885,705 shares of Class A Common Stock, which are held directly by RSL Investments Corporation, the sole shareholder of which is RSL.

7. RSL is the beneficial owner of 105,231 shares of Class A Common Stock, which are held directly by RAJ Family Partners, L.P., the managing general partner of which is RAJ Family Corporation, of which RSL is Chairman and President. RSL disclaims beneficial ownership of these shares except to the extent of the pecuniary interest therein and this report shall not be deemed an admission that he is, for purposes of Section 16(b) of the Exchange Act or for any other purpose, the beneficial owner of such shares.

8. RSL Savannah disclaims beneficial ownership of these shares and this report shall not be deemed an admission that RSL Savannah is, for purposes of Section 16(b) of the Exchange Act or for any other purpose, the beneficial owner of such shares.

	/s/ Dave Gerson as Attorney-in-Fact for Ronald S. Lauder	06/19/2012
	RSL Savannah LLC, by /s/ Dave Gerson as Attorney-in-Fact for Ronald S. Lauder, Sole Member	06/19/2012
	** Signature of Reporting Person	Date
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