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AT&T INC. — Director's Dealing 2020
Oct 23, 2020
29786_dirs_2020-10-23_58cd9adf-50d9-4250-88c3-f67f4e528b5d.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: CENTRAL EUROPEAN MEDIA ENTERPRISES LTD (CETV)
CIK: 0000925645
Period of Report: 2020-10-13
Reporting Person: AT&T INC. (Director, 10% Owner)
Reporting Person: Time Warner Media Holdings B.V. (10% Owner)
Reporting Person: WARNER MEDIA, LLC (10% Owner)
Reporting Person: TW Media Holdings LLC (10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2020-10-13 | Class A Common Stock | U | 138634771 | $4.58 | Disposed | 0 | Indirect |
| 2020-10-13 | Class A Common Stock | U | 23700000 | $4.58 | Disposed | 0 | Indirect |
| 2020-10-13 | Series A Convertible Preferred Stock | U | 1 | $32900000.00 | Disposed | 0 | Indirect |
| 2020-10-13 | Series B Convertible Redeemable Preferred Stock | U | 200000 | $1630.875 | Disposed | 0 | Indirect |
Footnotes
F1: 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.
F2: Pursuant to the Merger Agreement, at the Effective Time the share of the Company's Series A Convertible Preferred Stock issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive $32,900,000 in cash, without interest.
F3: Pursuant to the Merger Agreement, at the Effective Time each share of the Company's Series B Convertible Redeemable Preferred Stock issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive $1,630.875 in cash, without interest.
F4: Time Warner Media Holdings, B.V. is a wholly owned subsidiary of TW Media Holdings LLC, whose interests are held by Warner Media, LLC (as successor by merger to Time Warner Inc.) and another subsidiary of Warner Media, LLC.
F5: Warner Media, LLC is successor by merger to Time Warner Inc.