SEC Form 4 · accession 0001140361-16-062484

CROWN MEDIA HOLDINGS INC · CRWN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On April 6, 2016, Hallmark Cards GmbH ("HC Germany"), a German company and wholly-owned indirect subsidiary of Hallmark Cards, Incorporated ("Hallmark"), sold 40,000,000 shares (the "Repatriated Shares") of the Issuer's Class A Common Stock, par value $0.01 per share (the "Common Stock"), to Hallmark (the "First Transfer") in exchange for a promissory note issued by Hallmark to HC Germany in the initial principal amount of $202,000,000. Immediately following the First Transfer, Hallmark contributed the Repatriated Shares to its wholly-owned subsidiary H.A. LLC ("HALLC"), a Delaware limited liability company, as a contribution to capital. Immediately thereafter, HALLC contributed the Repatriated Shares to its wholly-owned subsidiary HMK Holdings, Inc. ("HMK"), a Delaware corporation, as a contribution to capital. Immediately thereafter, HMK contributed the Repatriated Shares to its wholly-owned subsidiary HCC, as contribution to capital.
• F2As a result of the contributions described in Note (1), HALLC, and HMK increased their indirect beneficial ownership of Common Stock by 40,000,000 shares. In addition, immediately following the contributions described in Note 1, HCC contributed the 40,000,000 shares of Common Stock received and the 284,885,516 shares of Common Stock already held by HCC to its wholly-owned subsidiary CM Merger Co. ("Merger Sub"), a Delaware corporation, as a contribution to capital. As a result of the contribution, HCC's beneficial interest in the Common Stock increased by 40,000,000 shares and the nature of its beneficial ownership changed from direct to indirect.
• F3Hallmark's indirect beneficial interest in the Common Stock did not change as a result of the transactions described in Note 1 and 2.