Statement of Changes in Beneficial Ownership (4)
23 Octobre 2020 - 9:31PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
*
AT&T INC. |
2. Issuer Name and Ticker or Trading Symbol
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD
[
CETV
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
208 S. AKARD ST, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/13/2020 |
(Street)
DALLAS, TX 75202
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 10/13/2020 | | U(1) | | 138634771 | D | $4.58 | 0 | I | By Subsidiary (4) |
Class A Common Stock | 10/13/2020 | | U(1) | | 23700000 | D | $4.58 | 0 | I | By Subsidiary (5) |
Series A Convertible Preferred Stock | 10/13/2020 | | U(2) | | 1 | D | $32900000.00 | 0 | I | By Subsidiary (4) |
Series B Convertible Redeemable Preferred Stock | 10/13/2020 | | U(3) | | 200000 | D | $1630.875 | 0 | I | By Subsidiary (4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Explanation of Responses: |
(1) | 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. |
(2) | Pursuant to the Merger Agreement, at the Effective Time the share of the Company's Series A Convertible Preferred Stock issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive $32,900,000 in cash, without interest. |
(3) | Pursuant to the Merger Agreement, at the Effective Time each share of the Company's Series B Convertible Redeemable Preferred Stock issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive $1,630.875 in cash, without interest. |
(4) | Time Warner Media Holdings, B.V. is a wholly owned subsidiary of TW Media Holdings LLC, whose interests are held by Warner Media, LLC (as successor by merger to Time Warner Inc.) and another subsidiary of Warner Media, LLC. |
(5) | Warner Media, LLC is successor by merger to Time Warner Inc. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
AT&T INC. 208 S. AKARD ST DALLAS, TX 75202 | X | X |
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Time Warner Media Holdings B.V. PIET HEINKADE 173 1019 GM AMSTERDAM, P7 |
| X |
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WARNER MEDIA, LLC ONE TIME WARNER CENTER NEW YORK, NY 10019 |
| X |
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TW Media Holdings LLC ONE TIME WARNER CENTER NEW YORK, NY 10019 |
| X |
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Signatures
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/S/Jeston B. Dumas,
Jeston B. Dumas, Treasurer | | 10/23/2020 |
**Signature of Reporting Person | Date |
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