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