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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 | ||||||||
Series A Convertible Preferred Stock | (3) | 07/03/2012 | A(3) | 1 | (3) | (3) | Class A Common Stock | 11,211,449 | $ 84,197,981.99 | 1 | I | By Subsidiary (2) |
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 |
Edward B. Ruggiero, Senior Vice President & Treasurer of Time Warner Inc. | 07/05/2012 | |
**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 shares were acquired pursuant to a Subscription and Equity Commitment Agreement dated as of April 30, 2012 (the "Subscription Agreement") by and between the Issuer and Time Warner Media Holdings B.V. ("TW BV"). |
(2) | TW BV is a wholly-owned subsidiary of TW Media Holdings LLC, which is a wholly-owned subsidiary of Time Warner Inc. |
(3) | The share was acquired pursuant to the Subscription Agreement. The share will be automatically converted into 11,211,449 shares of Class A Common Stock for no additional consideration on the date that is 61 days after the date on which the number of outstanding shares of Class A Common Stock owned by TW BV (assuming the conversion of the Series A Preferred Stock), when aggregated with the outstanding shares of Class A Common Stock of any "group" (as defined in Section 13d-3 of the Securities Exchange Act of 1934, as amended (the "Act")) that includes TW BV and its affiliatess, would not result in TW BV being a "beneficial owner" (as defined in Section 13d-3 of the Act) of more than 49.9% of the outstanding shares of Class A Common Stock. |
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 serve on the Issuer's board of directors. Messrs. 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 |