SEC Form 4 · accession 0000921895-16-003132
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD · CETV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Eric Semler
10% Owner
TCS CAPITAL MANAGEMENT LLC
10% Owner
TCS Capital GP, LLC
10% Owner
TCS Global Equity Master Fund, L.P.
10% Owner
Period of report
Jan 28, 2016
Accepted (ET)
Feb 1, 2016 · 7:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000925645
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock, $0.08 par valueF1,F4,F2 | Jan 28, 2016 | P | 62,433 | $2.4005 | A | 15,501,828 | I | By TCS Global Equity Master Fund, L.P. |
| Class A Common Stock, $0.08 par valueF1,F5,F2 | Jan 29, 2016 | P | 81,781 | $2.5488 | A | 15,583,609 | I | By TCS Global Equity Master Fund, L.P. |
| Class A Common Stock, $0.08 par valueF1,F6,F2 | Feb 1, 2016 | P | 50,000 | $2.5817 | A | 15,633,609 | I | By TCS Global Equity Master Fund, L.P. |
| Class A Common Stock, $0.08 par valueF1,F3 | holding | — | — | — | 1,039,072 | I | By Managed Account of TCS Capital Management, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock Warrants (right to buy)F1,F2 | $1.00 | holding | — | — | — | May 2, 2016 | May 2, 2018 | Class A Common Stock, $0.08 par value | 1,113,861 | 1,113,861 | I |
| Common Stock Warrants (right to buy)F1,F3 | $1.00 | holding | — | — | — | May 2, 2016 | May 2, 2018 | Class A Common Stock, $0.08 par value | 65,583 | 65,583 | I |
Explanation of responses
- F1This Form 4 is filed jointly by TCS Global Equity Master Fund, L.P. ("TCS Global"), TCS Capital GP, LLC ("TCS GP"), TCS Capital Management, LLC ("TCS Management"), and Eric Semler (collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F2Securities held directly by TCS Global. TCS Management, as the investment manager of TCS Global, may be deemed to beneficially own the securities held directly by TCS Global. TCS GP, as the general partner of TCS Global, may be deemed to beneficially own the securities held directly by TCS Global. Mr. Semler, as the Managing Member of each of TCS GP and TCS Management, may be deemed to beneficially own the securities held directly by TCS Global.
- F3Securities held directly in a certain managed account (the "Managed Account"). TCS Management, as the investment manager of the Managed Account, may be deemed to beneficially own the securities held in the Managed Account. Mr. Semler, as the Managing Member of TCS Management, may be deemed to beneficially own the securities held in the Managed Account.
- F4The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.3500 to $2.4400, including commissions. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes 4, 5 and 6 to this Form 4.
- F5The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.4100 to $2.5900, including commissions. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes 4, 5 and 6 to this Form 4.
- F6The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.4850 to $2.6500, including commissions. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes 4, 5 and 6 to this Form 4.