0001480576-20-000008.txt : 20201014
0001480576-20-000008.hdr.sgml : 20201014
20201014143007
ACCESSION NUMBER: 0001480576-20-000008
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201013
FILED AS OF DATE: 20201014
DATE AS OF CHANGE: 20201014
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Penn Daniel
CENTRAL INDEX KEY: 0001480576
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-24796
FILM NUMBER: 201238827
MAIL ADDRESS:
STREET 1: C/O CME MEDIA SERVICES LIMITED BRANCH
STREET 2: KRIZENECKEHO NAM. 1078/5A
CITY: PRAGUE
STATE: 2N
ZIP: 15200
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CENTRAL EUROPEAN MEDIA ENTERPRISES LTD
CENTRAL INDEX KEY: 0000925645
STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833]
IRS NUMBER: 000000000
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: C/O CME MEDIA SERVICES LIMITED
STREET 2: KRIZENECKEHO NAM. 1078/5
CITY: PRAGUE 5
STATE: 2N
ZIP: 152 00
BUSINESS PHONE: 00 420 242 465 589
MAIL ADDRESS:
STREET 1: O'HARA HOUSE, 3 BERMUDIANA ROAD
CITY: HAMILTON
STATE: D0
ZIP: HM 08
4
1
wf-form4_160270019320400.xml
FORM 4
X0306
4
2020-10-13
1
0000925645
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD
CETV
0001480576
Penn Daniel
C/O CME MEDIA SERVICES LIMITED
KRIZENECKEHO NAM. 1078/5A
PRAGUE 5
2N
15200
CZECH REPUBLIC
0
1
0
0
EVP, General Counsel
Class A Common Stock
2020-10-13
4
D
0
434856
4.58
D
0
D
Option: Right to Buy
2.29
2020-10-13
4
D
0
250000
D
2025-06-01
Class A Common Stock
250000.0
0
D
Option: Right to Buy
2.46
2020-10-13
4
D
0
64280
D
2026-03-06
Class A Common Stock
64280.0
0
D
Performance-based Restricted Stock Units
2020-10-13
4
A
0
116461
0
A
Class A Common Stock
116461.0
116461
D
Performance-based Restricted Stock Units
2020-10-13
4
D
0
116461
D
Class A Common Stock
116461.0
0
D
Restricted Stock Units
2020-10-13
4
D
0
143911
D
Class A Common Stock
143911.0
0
D
On October 27, 2019, Central European Media Enterprises Ltd. (the "Company") entered into an Agreement and Plan of Merger (as amended, supplemented or otherwise modified from time to time, the "Merger Agreement") with TV Bidco B.V. ("Parent") and TV Bermuda Ltd., a wholly-owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub was merged with and into the Company, with the Company as the surviving company of such merger, which became effective on October 13, 2020 (the "Effective Time"). Pursuant to the Merger Agreement, at the Effective Time, each share of the Company's Class A Common Stock issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive $4.58 in cash, without interest (the "Merger Consideration").
Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding Company stock option, to the extent unvested, became vested and exercisable in full, and each stock option that remained outstanding and unexercised as of immediately prior to the Effective Time was cancelled and converted into the right to receive an amount of cash determined by multiplying (i) the total number of shares of Class A Common Stock for which such stock option remained outstanding and unexercised immediately prior to the Effective Time by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Class A Common Stock previously subject to such stock option.
Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each restricted stock unit became fully vested and all restrictions thereupon lapsed.
As confirmed by the Compensation Committee, an amount of performance-based restricted stock units equal to 148.6% of the target award of performance-based restricted stock units granted on December 4, 2018 vested on October 13, 2020 in accordance with the terms of the corresponding award agreement immediately prior to the Effective Time.
Pursuant to the Merger Agreement, immediately prior to the Effective Time, all outstanding Company restricted stock units became immediately vested and all restrictions thereupon lapsed, and such restricted stock units were cancelled in exchange for the right to receive the Merger Consideration for each share of Class A Common Stock for which such restricted stock unit remained outstanding immediately prior to the Effective Time.
/s/ Lucia Laurincova on behalf of Daniel Penn
2020-10-14