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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class A Common Stock Warrant (right to buy) | $ 1 | 05/02/2014 | A(1) | 46,822,524 | (2) | 05/02/2018 | Class A Common Stock | 46,822,524 | (1) | 46,822,524 | I | By Subsidiary (3) | |||
| Class A Common Stock Warrant (right to buy) | $ 1 | 05/02/2014 | A(4) | 24,104,472 | (2) | 05/02/2018 | Class A Common Stock | 24,104,472 | (3) | 24,104,472 | I | By Subsidiary (3) | |||
| Class A Common Stock Warrant (right to buy) | $ 1 | 05/02/2014 | A(5) | 6,300,000 | (2) | 05/02/2018 | Class A Common Stock | 6,300,000 | (4) | 6,300,000 | I | By Subsidiary (3) | |||
| Class A Common Stock Warrant (right to buy) | $ 1 | 05/02/2014 | A(6) | 23,700,000 | (2) | 05/02/2018 | Class A Common Stock | 23,700,000 | (5) | 23,700,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| TIME WARNER INC. ONE TIME WARNER CENTER NEW YORK, NY 10019 |
X | X | ||
| TW Media Holdings LLC ONE TIME WARNER CENTER NEW YORK, NY 10019 |
X | X | ||
| Time Warner Media Holdings B.V. NARITAWEG 237 1043 CB AMSTERDAM P7 |
X | X | ||
| Brenda C. Karickhoff, Senior Vice President of Time Warner Inc. | 05/05/2014 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Pursuant to the terms of a standby purchase agreement, dated as of March 24, 2014 (the "Purchase Agreement"), by and between Central European Media Enterprises Ltd. (the "Issuer") and Time Warner Media Holdings B.V. ("TW Holdings B.V."), on May 2, 2014 (the "Issue Date"), TW Holdings B.V. purchased 2,229,644 Units, with each Unit consisting of (a) one 15% senior secured note due 2017 in the original principal amount of $100 (each, a "Note") and (b) 21 warrants (each, a "Unit Warrant"), for an aggregate purchase price of $222,964,400. Each Unit Warrant entitles the holder to purchase one share of the Issuer's Class A Common Stock. |
| (2) | The warrants will be exercisable commencing the second anniversary of the Issue Date at an exercise price of $1.00 per share, subject to the limited right of the holder to exercise the warrants earlier in order for Time Warner Inc. ("Time Warner") and its affiliates to maintain beneficial ownership of up to 49.9% of the outstanding shares of the Issuer's Class A Common Stock (including any shares attributed to Time Warner as part of a group under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended). |
| (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. |
| (4) | Pursuant to the terms of the Purchase Agreement, on the Issue Date, TW Holdings B.V. purchased 1,147,832 Units (the "Private Placement Units") for an aggregate purchase price of $114,783,200 in a private offering. The Private Placement Units each consist of (a) one Note and (b) 21 warrants (each, a "Private Placement Warrant"), with each Private Placement Warrant entitling TW Holdings B.V. to purchase one share of the Issuer's Class A Common Stock. |
| (5) | Pursuant to the terms of a framework agreement, dated as of February 28, 2014, by and among the Issuer, Time Warner and TW Holdings B.V. (the "Framework Agreement"), on the Issue Date, the Issuer issued to TW Holdings B.V. a warrant (an "Initial Warrant") to purchase 6,300,000 shares of the Issuer's Class A Common Stock. |
| (6) | Pursuant to the terms of the Framework Agreement, on the Issue Date, the Issuer issued to Time Warner an Initial Warrant to purchase 23,700,000 shares of the Issuer's Class A Common Stock. |
| 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 Knoblich, 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 | |