Sec Form 4 Filing - Penn Daniel @ CENTRAL EUROPEAN MEDIA ENTERPRISES LTD - 2020-10-13

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 Penn Daniel 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) EVP, General Counsel (Last) (First) (Middle) C/O CME MEDIA SERVICES LIMITED, KRIZENECKEHO NAM. 1078/5A 3. Date of Earliest Transaction (MM/DD/YY) 10/13/2020 (Street) PRAGUE 5, 2N15200 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 D( 1 ) 434,856 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 (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 Option: Right to Buy $ 2.29 10/13/2020 D 250,000 ( 2 ) 06/01/2025 Class A Common Stock 250,000 ( 2 ) 0 D Option: Right to Buy $ 2.46 10/13/2020 D 64,280 ( 2 ) 03/06/2026 Class A Common Stock 64,280 ( 2 ) 0 D Performance-based Restricted Stock Units ( 3 ) 10/13/2020 A 116,461 ( 4 ) ( 5 ) ( 5 ) Class A Common Stock 116,461 $ 0 116,461 D Performance-based Restricted Stock Units ( 3 ) 10/13/2020 D 116,461 ( 5 ) ( 5 ) Class A Common Stock 116,461 ( 5 ) 0 D Restricted Stock Units ( 3 ) 10/13/2020 D 143,911 ( 5 ) ( 5 ) Class A Common Stock 143,911 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Penn Daniel C/O CME MEDIA SERVICES LIMITED KRIZENECKEHO NAM. 1078/5A PRAGUE 5, 2N15200 EVP, General Counsel Signatures /s/ Lucia Laurincova on behalf of Daniel Penn 10/14/2020 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 (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.

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