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Ownership Document |
Schema Version: X0304 |
Document Type: 4 |
Period of Report: 1/31/12 |
Not Subject to Section 16: 0 |
Issuer: |
| Issuer CIK: 1463833 |
| Issuer Name: CTM MEDIA HOLDINGS, INC. |
| Issuer Trading Symbol: CTMM.PK |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1205885 |
| | Owner Name: MARTIN WILLIAM C |
| Reporting Owner Address: |
| | Owner Street 1: TEN PRINCETON AVENUE |
| | Owner Street 2: |
| | Owner City: ROCKY HILL |
| | Owner State: NJ |
| | Owner ZIP Code: 08553 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1444376 |
| | Owner Name: Raging Capital Management, LLC |
| Reporting Owner Address: |
| | Owner Street 1: TEN PRINCETON AVENUE |
| | Owner Street 2: |
| | Owner City: ROCKY HILL |
| | Owner State: NJ |
| | Owner ZIP Code: 08553 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1360436 |
| | Owner Name: Raging Capital Fund, LP |
| Reporting Owner Address: |
| | Owner Street 1: TEN PRINCETON AVENUE |
| | Owner Street 2: |
| | Owner City: ROCKY HILL |
| | Owner State: NJ |
| | Owner ZIP Code: 08553 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1467569 |
| | Owner Name: Raging Capital Fund (QP), LP |
| Reporting Owner Address: |
| | Owner Street 1: TEN PRINCETON AVENUE |
| | Owner Street 2: |
| | Owner City: ROCKY HILL |
| | Owner State: NJ |
| | Owner ZIP Code: 08553 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class B Common Stock, par value $0.01 |
| | Transaction Date: |
| | | Value: 1/31/12 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: P |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 339 |
| | | Transaction Price Per Share: |
| Value: 34.00 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 48,659 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| Footnote ID: F1 |
| | | Nature of Ownership: |
| Value: By Raging Capital Fund (QP), LP |
| Footnote ID: F2 |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Class B Common Stock, par value $0.01 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 35,096 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| Footnote ID: F1 |
| | | Nature of Ownership: |
| Value: By Raging Capital Fund, LP |
| Footnote ID: F3 |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Class B Common Stock, par value $0.01 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 250 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnote ID: F1 |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Class A Common Stock, par value $0.01 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 4,611 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| Footnote ID: F1 |
| | | Nature of Ownership: |
| Value: By Raging Capital Fund (QP), LP |
| Footnote ID: F2 |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Class A Common Stock, par value $0.01 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 1,769 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| Footnote ID: F1 |
| | | Nature of Ownership: |
| Value: By Raging Capital Fund, LP |
| Footnote ID: F3 |
Footnotes: |
| Footnote - F1: This Form 4 is filed jointly by Raging Capital Fund, LP ("Raging Capital Fund"), Raging Capital Fund (QP), LP ("Raging Capital Fund QP"), Raging Capital Management, LLC ("Raging Capital") and William C. Martin (collectively, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. |
| Footnote - F2: Represents securities owned directly by Raging Capital Fund QP. As the general partner of Raging Capital Fund QP, Raging Capital may be deemed to beneficially own the securities owned directly by Raging Capital Fund QP. As the managing member of Raging Capital, Mr. Martin may be deemed to beneficially own the securities owned directly by Raging Capital Fund QP. |
| Footnote - F3: Represents securities owned directly by Raging Capital Fund. As the general partner of Raging Capital Fund, Raging Capital may be deemed to beneficially own the securities owned directly by Raging Capital Fund. As the managing member of Raging Capital, Mr. Martin may be deemed to beneficially own the securities owned directly by Raging Capital Fund. |
Owner Signature: |
| Signature Name: By: /s/ Frederick C. Wasch as attorney-in-fact for William C. Martin |
| Signature Date: 2/2/12 |
Owner Signature: |
| Signature Name: By: Raging Capital Management, LLC, By: /s/ Frederick C. Wasch as attorney-in-fact for William C. Martin, Managing Member |
| Signature Date: 2/2/12 |
Owner Signature: |
| Signature Name: By: Raging Capital Fund, LP, By: Raging Capital Management, LLC, General Partner, By: /s/ Frederick C. Wasch as attorney-in-fact for William C. Martin, Managing Member |
| Signature Date: 2/2/12 |
Owner Signature: |
| Signature Name: By: Raging Capital Fund (QP), LP, By: Raging Capital Management, LLC, General Partner, By: /s/ Frederick C. Wasch as attorney-in-fact for William C. Martin, Managing Member |
| Signature Date: 2/2/12 |