SEC Info - AT&T Inc., et al. - ‘4’ for 10/13/20 re: Central European Media Enterprises Ltd.

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

OMB APPROVAL

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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^*

AT&T INC.

(Last)

(First)

(Middle)

208 S. AKARD ST

(Street)

DALLAS

75202

(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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/13/20

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	10/13/20		U ⁽¹⁾		138,634,771	D	$4.58	0	I	By Subsidiary ⁽⁴⁾
Class A Common Stock	10/13/20		U ⁽¹⁾		23,700,000	D	$4.58	0	I	By Subsidiary ⁽⁵⁾
Series A Convertible Preferred Stock	10/13/20		U ⁽²⁾		1	D	$32,900,000	0	I	By Subsidiary ⁽⁴⁾
Series B Convertible Redeemable Preferred Stock	10/13/20		U ⁽³⁾		200,000	D	$1,630.875	0	I	By Subsidiary ⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

AT&T INC.

(Last)

(First)

(Middle)

208 S. AKARD ST

(Street)

DALLAS

75202

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Time Warner Media Holdings B.V.

(Last)

(First)

(Middle)

PIET HEINKADE 173

1019 GM

(Street)

AMSTERDAM

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

WARNER MEDIA, LLC

(Last)

(First)

(Middle)

ONE TIME WARNER CENTER

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TW Media Holdings LLC

(Last)

(First)

(Middle)

ONE TIME WARNER CENTER

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

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.

(2) 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.

(3) 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.

(4) 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.

(5) Warner Media, LLC is successor by merger to Time Warner Inc.

Remarks:

	/S/Jeston B. Dumas, Jeston B. Dumas, Treasurer	10/23/20
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

____________ Transaction Code:
U	Disposition pursuant to a tender of shares in a change-of-control transaction.

AT&T Inc., et al. – ‘4’ for 10/13/20 re: Central European Media Enterprises Ltd.

On: Friday, 10/23/20, at 3:30pm ET · For: 10/13/20 · Accession #: 899243-20-29167 · File #: 0-24796

Previous ‘4’: None · Next & Latest: ‘4’ on 4/12/22 for 4/8/22

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
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AT&T Inc., et al. – ‘4’ for 10/13/20 re: Central European Media Enterprises Ltd.

On: Friday, 10/23/20, at 3:30pm ET · For: 10/13/20 · Accession #: 899243-20-29167 · File #: 0-24796

Previous ‘4’: None · Next & Latest: ‘4’ on 4/12/22 for 4/8/22

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents