Sec Form 4 Filing - AT&T INC. @ CENTRAL EUROPEAN MEDIA ENTERPRISES LTD - 2020-10-13

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
AT&T INC.
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)
(Last) (First) (Middle)
208 S. AKARD ST,
3. Date of Earliest Transaction (MM/DD/YY)
10/13/2020
(Street)
DALLAS, TX75202
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 U( 1 ) 138,634,771 D $ 4.58 0 I By Subsidiary ( 4 )
Class A Common Stock 10/13/2020 U( 1 ) 23,700,000 D $ 4.58 0 I By Subsidiary ( 5 )
Series A Convertible Preferred Stock 10/13/2020 U( 2 ) 1 D $ 32,900,000 0 I By Subsidiary ( 4 )
Series B Convertible Redeemable Preferred Stock 10/13/2020 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AT&T INC.
208 S. AKARD ST
DALLAS, TX75202
X X
Time Warner Media Holdings B.V.
PIET HEINKADE 173
1019 GM
AMSTERDAM, P7
X
WARNER MEDIA, LLC
ONE TIME WARNER CENTER
NEW YORK, NY10019
X
TW Media Holdings LLC
ONE TIME WARNER CENTER
NEW YORK, NY10019
X
Signatures
/S/Jeston B. Dumas,Jeston B. Dumas, Treasurer 10/23/2020
Signature of Reporting Person Date
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.

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