SEC Form 4
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*
Mainusch Christoph

(Last) (First) (Middle)
KRIZENECKEHO NAM. 1078/5A

(Street)
PRAGUE 5 2N 15200

(City) (State) (Zip)
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)
Director 10% Owner
X Officer (give title below) Other (specify below)
co-Chief Executive Officer
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)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 D(1) 999,037 D $4.58 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Option: Right to Buy $2.29 10/13/2020 D 500,000 (2) 06/01/2025 Class A Common Stock 500,000 (2) 0 D
Option: Right to Buy $2.46 10/13/2020 D 128,560 (2) 03/06/2026 Class A Common Stock 128,560 (2) 0 D
Performance-based Restricted Stock Units (3) 10/13/2020 A 232,916(4) (5) (5) Class A Common Stock 232,916 $0 232,916 D
Performance-based Restricted Stock Units (3) 10/13/2020 D 232,916 (5) (5) Class A Common Stock 232,916 (5) 0 D
Restricted Stock Units (3) 10/13/2020 D 329,655 (5) (5) Class A Common Stock 329,655 (5) 0 D
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 (the "Merger Consideration").
2. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding Company stock option, to the extent unvested, became vested and exercisable in full, and each stock option that remained outstanding and unexercised as of immediately prior to the Effective Time was cancelled and converted into the right to receive an amount of cash determined by multiplying (i) the total number of shares of Class A Common Stock for which such stock option remained outstanding and unexercised immediately prior to the Effective Time by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Class A Common Stock previously subject to such stock option.
3. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each restricted stock unit became fully vested and all restrictions thereupon lapsed.
4. As confirmed by the Compensation Committee, an amount of performance-based restricted stock units equal to 148.6% of the target award of performance-based restricted stock units granted on December 4, 2018 vested on October 13, 2020 in accordance with the terms of the corresponding award agreement immediately prior to the Effective Time.
5. Pursuant to the Merger Agreement, immediately prior to the Effective Time, all outstanding Company restricted stock units became immediately vested and all restrictions thereupon lapsed, and such restricted stock units were cancelled in exchange for the right to receive the Merger Consideration for each share of Class A Common Stock for which such restricted stock unit remained outstanding immediately prior to the Effective Time.
Remarks:
/s/ Lucia Laurincova on behalf of Christoph Mainusch 10/14/2020
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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