Statement of Changes in Beneficial Ownership (4)
14 Oktober 2020 - 8:30PM
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
*
Penn Daniel |
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)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, General Counsel |
(Last)
(First)
(Middle)
C/O CME MEDIA SERVICES LIMITED, KRIZENECKEHO NAM. 1078/5A |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/13/2020 |
(Street)
PRAGUE 5, 2N 15200
(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)
_X
_ Form filed by One Reporting Person
___ 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 | | D(1) | | 434856 | D | $4.58 | 0 | D | |
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 |
Option: Right to Buy | $2.29 | 10/13/2020 | | D | | | 250000 | (2) | 6/1/2025 | Class A Common Stock | 250000.0 | (2) | 0 | D | |
Option: Right to Buy | $2.46 | 10/13/2020 | | D | | | 64280 | (2) | 3/6/2026 | Class A Common Stock | 64280.0 | (2) | 0 | D | |
Performance-based Restricted Stock Units | (3) | 10/13/2020 | | A | | 116461 (4) | | (5) | (5) | Class A Common Stock | 116461.0 | $0 | 116461 | D | |
Performance-based Restricted Stock Units | (3) | 10/13/2020 | | D | | | 116461 | (5) | (5) | Class A Common Stock | 116461.0 | (5) | 0 | D | |
Restricted Stock Units | (3) | 10/13/2020 | | D | | | 143911 | (5) | (5) | Class A Common Stock | 143911.0 | (5) | 0 | D | |
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 (the "Merger Consideration"). |
(2) | 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. |
(3) | 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. |
(4) | 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. |
(5) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Penn Daniel C/O CME MEDIA SERVICES LIMITED KRIZENECKEHO NAM. 1078/5A PRAGUE 5, 2N 15200 |
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| EVP, General Counsel |
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Signatures
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/s/ Lucia Laurincova on behalf of Daniel Penn | | 10/14/2020 |
**Signature of Reporting Person | Date |
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