| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol CENTRAL EUROPEAN MEDIA ENTERPRISES LTD [ CETV ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/13/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 10/13/2020 | U(1) | 138,634,771 | D | $4.58 | 0 | I | By Subsidiary(4) | ||
| Class A Common Stock | 10/13/2020 | U(1) | 23,700,000 | D | $4.58 | 0 | I | By Subsidiary(5) | ||
| Series A Convertible Preferred Stock | 10/13/2020 | U(2) | 1 | D | $32,900,000 | 0 | I | By Subsidiary(4) | ||
| Series B Convertible Redeemable Preferred Stock | 10/13/2020 | U(3) | 200,000 | D | $1,630.875 | 0 | I | By Subsidiary(4) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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. |
| 2. Pursuant to the Merger Agreement, at the Effective Time the share of the Company's Series A Convertible Preferred Stock issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive $32,900,000 in cash, without interest. |
| 3. Pursuant to the Merger Agreement, at the Effective Time each share of the Company's Series B Convertible Redeemable Preferred Stock issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive $1,630.875 in cash, without interest. |
| 4. Time Warner Media Holdings, B.V. is a wholly owned subsidiary of TW Media Holdings LLC, whose interests are held by Warner Media, LLC (as successor by merger to Time Warner Inc.) and another subsidiary of Warner Media, LLC. |
| 5. Warner Media, LLC is successor by merger to Time Warner Inc. |
| Remarks: |
| /S/Jeston B. Dumas, Jeston B. Dumas, Treasurer | 10/23/2020 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
