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CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
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(Name of Issuer)
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Class A Common Stock, par value $0.08 per share |
(Title of Class of Securities)
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G20045202 |
(CUSIP Number) |
Paul T. Cappuccio, Esq.
Executive Vice President and General Counsel
Time Warner Inc.
One Time Warner Center
New York, New York 10019
(212) 484-8000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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November 10, 2015
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(Date of Event which Requires
Filing of this Schedule)
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CUSIP No. G20045202 | Page 2 of 10 Pages | |||
1
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NAMES OF REPORTING PERSONS
Time Warner Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC (See Item 3)
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 (See Item 5)
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8
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SHARED VOTING POWER
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74,097,512 (See Item 5)
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9
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SOLE DISPOSITIVE POWER
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0 (See Item 5)
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10
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SHARED DISPOSITIVE POWER
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74,097,512 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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74,097,512 (See Item 5)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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49.9% (See Item 5)
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14
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TYPE OF REPORTING PERSON
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CO
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CUSIP No. G20045202 | Page 3 of 10 Pages | |||
1
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NAMES OF REPORTING PERSONS
TW Media Holdings LLC
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☒
|
|||
|
|
|||
3
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SEC USE ONLY
|
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|||
4
|
SOURCE OF FUNDS
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WC (See Item 3)
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|
|||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
☐
|
|
|
|
|||
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|
|||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
|
SOLE VOTING POWER
|
|
|
0 (See Item 5)
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|
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||
|
|
|||
8
|
SHARED VOTING POWER
|
|
|
|
74,097,512 (See Item 5)
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|
|
||
|
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
0 (See Item 5)
|
|
|
||
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
74,097,512 (See Item 5)
|
|
|
||
|
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
74,097,512 (See Item 5)
|
|
|
||
|
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
|
|
|
|||
|
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
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49.9% (See Item 5)
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||
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|||
14
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TYPE OF REPORTING PERSON
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OO (See Item 2)
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CUSIP No. G20045202 | Page 4 of 10 Pages | |||
1
|
NAMES OF REPORTING PERSONS
Time Warner Media Holdings B.V.
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|
|
|
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|
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||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☒
|
|||
|
|
|||
3
|
SEC USE ONLY
|
|
|
|
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||
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|||
4
|
SOURCE OF FUNDS
|
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|
WC (See Item 3)
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||
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|
|||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
☐
|
|
|
|
|||
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|
|||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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The Netherlands
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|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
0 (See Item 5)
|
|
|
||
|
|
|||
8
|
SHARED VOTING POWER
|
|
|
|
74,097,512 (See Item 5)
|
|
|
||
|
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
0 (See Item 5)
|
|
|
||
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
74,097,512 (See Item 5)
|
|
|
||
|
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
74,097,512 (See Item 5)
|
|
|
||
|
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
|
|
|
|||
|
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
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49.9% (See Item 5)
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|
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|||
14
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TYPE OF REPORTING PERSON
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|
OO (See Item 2)
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TIME WARNER INC. | |||
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By:
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/s/ Olaf Olafsson | |
Name: Olaf Olafsson | |||
Title: Executive Vice President, International &
Corporate Strategy
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TW MEDIA HOLDINGS LLC | |||
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By:
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/s/ Olaf Olafsson | |
Name: Olaf Olafsson | |||
Title: President | |||
TIME WARNER MEDIA HOLDINGS B.V. | |||
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By:
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/s/ Stephen N. Kapner | |
Name: Stephen N. Kapner | |||
Title: Director | |||
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Executive Officers of Time Warner Inc.
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Name
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Principal Occupation
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Jeffrey L. Bewkes
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Chairman of the Board and Chief Executive Officer
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Howard M. Averill
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Executive Vice President and Chief Financial Officer
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Paul T. Cappuccio
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Executive Vice President and General Counsel
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Gary L. Ginsberg
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Executive Vice President, Corporate Marketing & Communications
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Karen Magee
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Executive Vice President and Chief Human Resources Officer
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Carol A. Melton | Executive Vice President, Global Public Policy | ||
Olaf Olafsson* | Executive Vice President, International & Corporate Strategy | ||
Directors of Time Warner Inc. | |||
Name | Principal Occupation | Business Address | |
James L. Barksdale | Chairman and President, Barksdale Management Corporation (private investment management) |
Barksdale Management Corporation
800 Woodland Parkway,
Suite 118
Ridgeland, MS 39157
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William P. Barr | Former Attorney General of the United States | N/A | |
Jeffrey L. Bewkes | Chairman of the Board and Chief Executive Officer, Time Warner Inc. (media and entertainment) | N/A | |
Stephen F. Bollenbach | Former Co-Chairman and Chief Executive Officer, Hilton Hotels Corporation (hospitality) | c/o BHIC LLC 2029 Century Park East, Suite 3500 Los Angeles, CA 90067 |
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Robert C. Clark | Distinguished Service Professor, Harvard University (higher education) |
Harvard Law School
Hauser 404 1575 Massachusetts Avenue Cambridge, MA 02138
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Mathias Döpfner** | Chairman and Chief Executive Officer, Axel Springer SE (integrated multi-media company) | Axel Springer SE Axel-Springer-Strasse 65 10888 Berlin, Germany |
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Jessica P. Einhorn | Former Dean, Paul H. Nitze School of Advanced International Studies (SAIS), The Johns Hopkins University (higher education) | Rock Creek Group 1133 Connecticut Ave, NW Washington, DC 20036
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Carlos M. Gutierrez | Chair, Albright Stonebridge Group (global strategy firm) |
601 Thirteenth Street, NW 10th Floor Washington, DC 20005 |
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Fred Hassan | Partner and Managing Director, Warburg Pincus LLC (private investment firm) | Royal Palm Place 101 Plaza Real South, Suite 203-S Boca Raton, FL 33432 |
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Kenneth J. Novack | Former Partner, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC (law firm) | One Financial Center, 39th Floor Boston, MA 02111 |
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Paul D. Wachter | Founder and Chief Executive Officer, Main Street Advisors, Inc. (private investment and financial advisory firm) |
Main Street Advisors, Inc.
3110 Main Street, Suite 310
Santa Monica, CA 90405 |
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Deborah C. Wright | Senior Fellow in the Economic Opportunity and Assets Division, the Ford Foundation (non-profit organization) and Non-Executive Chairman, Carver Bancorp, Inc. (banking) | Ford Foundation 320 East 43rd Street New York, NY 10017 |
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Executive Officers of TW Media Holdings LLC
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Name
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Principal Occupation
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Howard M. Averill
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Executive Vice President and Chief Financial Officer, Time Warner Inc.
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Olaf Olafsson*
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Executive Vice President, International & Corporate Strategy, Time Warner Inc.
|
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Directors of Time Warner Media Holdings B.V.
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Name
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Principal Occupation
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Eric Broet*
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Senior Vice President & Chief Financial Officer, Warner Bros. Entertainment
France S.A.S., 115/113 Avenue Charles de Gaulle, 92525
Neuilly-sur-Seine cedex, France
|
Manuel Urrutia**
|
Senior Vice President, International and Corporate Strategy, Time Warner Inc.
|
Stephen N. Kapner | Vice President and Assistant Treasurer, International, Time Warner Inc. |