Edgar Filing: CENTRAL EUROPEAN MEDIA ENTERPRISES LTD

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

LAUDER RONALD S

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)

C/O RSL INVESTMENTS CORPORATION, 767 FIFTH AVENUE, STE 4200

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2012

(Street)

NEW YORK, NY 10153

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	06/15/2012		A⁽¹⁾		2,000,000	A	$ 7.51	2,000,000	D ⁽⁴⁾ ⁽⁸⁾
Class A Common Stock	06/15/2012		C⁽²⁾		26,000	A	⁽²⁾	2,026,000	D ⁽⁴⁾ ⁽⁸⁾
Class A Common Stock	06/15/2012		A⁽¹⁾		9,901,260	A	$ 7.51 ⁽⁵⁾	9,901,260	I	By Time Warner Media Holdings B.V. ⁽³⁾
Class A Common Stock	06/15/2012		C⁽²⁾		4,500,000	A	⁽²⁾	14,401,260	I	By Time Warner Media Holdings B.V. ⁽³⁾
Class A Common Stock ⁽⁶⁾	06/15/2012		C⁽²⁾		2,885,705	A	⁽²⁾	2,885,705	I	RSL Investments Corporation ⁽⁸⁾
Class A Common Stock ⁽⁷⁾	06/15/2012		C⁽²⁾		105,231	A	⁽²⁾	105,231	I	RAJ Family Partners, L.P. ⁽⁸⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock

⁽²⁾

06/15/2012

C⁽²⁾

4,500,000

⁽²⁾

Class A Common Stock

4,500,000

⁽²⁾

By Time Warner Media Holdings B.V. ⁽³⁾

Class B Common Stock

⁽²⁾

06/15/2012

C⁽²⁾

2,885,705

⁽²⁾

Class A Common Stock

2,885,705

⁽²⁾

RSL Investments Corporation ⁽⁸⁾

Class B Common Stock

⁽²⁾

06/15/2012

C⁽²⁾

105,231

⁽²⁾

Class A Common Stock

105,231

⁽²⁾

RAJ Family Partners, L.P. ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LAUDER RONALD S C/O RSL INVESTMENTS CORPORATION 767 FIFTH AVENUE, STE 4200 NEW YORK, NY 10153	X	X
RSL Savannah LLC 767 FIFTH AVENUE, STE 4200 NEW YORK, NY 10153		X

Signatures

/s/ Dave Gerson as Attorney-in-Fact for Ronald S. Lauder		06/19/2012
^**Signature of Reporting Person		Date
RSL Savannah LLC, by /s/ Dave Gerson as Attorney-in-Fact for Ronald S. Lauder, Sole Member		06/19/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Acquisition exempt pursuant to Rule 16b-3(d).
(2)	Shares of Class B Common Stock were convertible into shares of Class A Common Stock, at any time, at the holder's election, on a one-for-one basis for no additional consideration. These conversions are exempt pursuant to Rule 16b-6.
(3)	The Reporting Persons, Ronald S. Lauder ("RSL") and RSL Savannah, LLC ("RSL Savannah"), may be deemed, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), to beneficially own 32,023,624 shares of Class A Common Stock ("TW Investor Shares") that are held directly by Time Warner Media Holdings B.V. ("TW Investor"), over which RSL Savannah has a proxy to vote such shares pursuant to and in accordance with that certain Irrevocable Voting Deed and Corporate Representative Appointment, by and among TW Investor, RSL, RSL Savannah and the Issuer, dated May 18, 2009. The Reporting Persons disclaim beneficial ownership of the TW Investor Shares and this report shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16(b) of the Exchange Act or for any other purpose, the beneficial owner of such shares.
(4)	Shares held directly by RSL.
(5)	As disclosed in the Current Report on Form 8-K filed by the Issuer on June 18, 2012.
(6)	RSL is the beneficial owner of 2,885,705 shares of Class A Common Stock, which are held directly by RSL Investments Corporation, the sole shareholder of which is RSL.
(7)	RSL is the beneficial owner of 105,231 shares of Class A Common Stock, which are held directly by RAJ Family Partners, L.P., the managing general partner of which is RAJ Family Corporation, of which RSL is Chairman and President. RSL disclaims beneficial ownership of these shares except to the extent of the pecuniary interest therein and this report shall not be deemed an admission that he is, for purposes of Section 16(b) of the Exchange Act or for any other purpose, the beneficial owner of such shares.
(8)	RSL Savannah disclaims beneficial ownership of these shares and this report shall not be deemed an admission that RSL Savannah is, for purposes of Section 16(b) of the Exchange Act or for any other purpose, the beneficial owner of such shares.

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