SEC Form 4 · accession 0000921895-17-001907
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD · CETV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jul 10, 2017
Accepted (ET)
Jul 12, 2017 · 4:16 pm EDT
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,F2 | Jul 10, 2017 | S | 3,960,928 | $4.05 | D | 13,137,023 | I | By TCS Global Equity Master Fund, L.P. |
| Class A Common Stock, $0.08 par valueF1,F3 | Jul 10, 2017 | S | 1,039,072 | $4.05 | D | 0 | 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 previously owned more than 10% of the Issuer's outstanding shares of Common Stock. As of July 10, 2017, the Reporting Persons ceased to own in the aggregate 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.