SEC Form 4 · accession 0001105705-18-000010

CENTRAL EUROPEAN MEDIA ENTERPRISES LTD · CETV

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

Reporting owners

TIME WARNER INC.

Director · 10% Owner

TW Media Holdings LLC

Director · 10% Owner

Time Warner Media Holdings B.V.

Director · 10% Owner

Period of report

Apr 25, 2018

Accepted (ET)

Apr 26, 2018 · 4:53 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^F1,F2,F3	Apr 25, 2018	X	46,822,524	$46,822,524.00	A	108,230,299	I	By Subsidiary
Class A Common Stock^F1,F2,F3	Apr 25, 2018	X	24,104,472	$24,104,472.00	A	132,334,771	I	By Subsidiary
Class A Common Stock^F1,F2,F3	Apr 25, 2018	X	6,300,000	$6,300,000.00	A	138,634,771	I	By Subsidiary
Class A Common Stock^F1,F2	Apr 25, 2018	X	23,700,000	$23,700,000.00	A	23,700,000	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Class A Common Stock Warrant (right to buy)^F2,F3	$1.00	Apr 25, 2018	X	46,822,524	D	May 2, 2016	May 2, 2018	Class A Common Stock	46,822,524	I
Class A Common Stock Warrant (right to buy)^F2,F3	$1.00	Apr 25, 2018	X	24,104,472	D	May 2, 2016	May 2, 2018	Class A Common Stock	24,104,472	I
Class A Common Stock Warrant (right to buy)^F2,F3	$1.00	Apr 25, 2018	X	6,300,000	D	May 2, 2016	May 2, 2018	Class A Common Stock	6,300,000	I
Class A Common Stock Warrant (right to buy)^F2	$1.00	Apr 25, 2018	X	23,700,000	D	May 2, 2016	May 2, 2018	Class A Common Stock	23,700,000	D

Explanation of responses

F1Time Warner Inc. ("Time Warner") and Time Warner Media Holdings B.V. ("TW Holdings B.V.") have executed and delivered a Standing Proxy/Authorization pursuant to which the independent directors of Central European Media Enterprises Ltd. (the "Issuer") will be directed to vote the shares of Class A Common Stock acquired by Time Warner and TW Holdings B.V. through the exercise of warrants on April 25, 2018 in accordance with the instructions contained in the Standing Proxy/Authorization. The Standing Proxy/Authorization cannot be revoked for a period of two years and may be extended for one additional year.
F2Time Warner and TW Holdings B.V. acquired the warrants on May 2, 2014 in connection with financing transactions undertaken by the Issuer.
F3TW Holdings B.V. is a wholly owned subsidiary of TW Media Holdings LLC, whose interests are held by Time Warner and another subsidiary of Time Warner.

Remarks

See Exhibit 99 - Joint Filer Agreement. TW Holdings B.V. may be deemed a director of the Issuer by virtue of its right to nominate representatives to serve on the Issuer's board of directors. Mr. Paul Cappuccio, Ms. Iris Knobloch, Mr. Doug Shapiro, and Mr. Gerhard Zeiler currently serve as TW Holdings B.V.'s representatives on the Issuer's board. Exhibit List: Exhibit 99 - Joint Filer Agreement