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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 B Common Stock | (1) | 06/15/2012 | C(1) | 4,500,000 | (1) | (1) | Class A Common Stock | 4,500,000 | $ 0 | 0 | I | By Subsidiary (3) |
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. | 06/18/2012 | |
**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) | The Class B Common Stock was convertible into shares of Class A Common Stock, at any time, at the holder's election, on a one-for-one basis for no additional consideration. |
(2) | The shares were acquired pursuant to a Subscription and Equity Commitment Agreement dated as of April 30, 2012 by and between the Issuer and Time Warner Media Holdings B.V. ("TW BV"). |
(3) | TW BV is a wholly-owned subsidiary of TW Media Holdings LLC, which is a wholly-owned subisidiary of Time Warner Inc. |
Remarks: Remarks: See Exhibit 99 - Joint Filer Agreement. TW BV may be deemed a director of the Issuer by virtue of its right to nominate two representatives to seve on the Issuer's board of directors. Messers. Paul Cappuccio and Michael Del Nin currently serve as TW BV's representatives on the Issuer's board. Exhibit List: Exhibit 99 - Joint Filer Agreement |