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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option: Right to Buy | $ 2.0558 | 04/02/2012 | M | 16,000 | 05/15/2007(2) | 05/15/2012 | Class B Common Stock | 16,000 | $ 0 | 0 (3) | D | ||||
Class B Common Stock | (4) | 04/02/2012 | M | 16,000 | (4) | (4) | Class A Common Stock | 16,000 | $ 2.0558 | 26,000 | D | ||||
Class B Common Stock | (4) | (4) | (4) | Class A Common Stock | 4,500,000 | 4,500,000 | I | By TW Holdings BV (5) | |||||||
Class B Common Stock | (4) | (4) | (4) | Class A Common Stock | 2,885,705 | 2,885,705 | I | By RSL Investments Corporation (6) | |||||||
Class B Common Stock | (4) | (4) | (4) | Class A Common Stock | 105,231 | 105,231 | I | By RAJ Family Partners, L.P. (7) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LAUDER RONALD S 767 FIFTH AVENUE NEW YORK, NY 10153 |
X | X |
/s/ Meredith Steinhaus on behalf of Ronald S. Lauder | 04/03/2012 | |
**Signature of Reporting Person | Date |
* | 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) | The Reporting Person, Ronald S. Lauder ("RSL"), and RSL Savannah, LLC, the sole member of which is RSL ("RSL Savannah"), each beneficially own 17,622,364 shares of Class A Common Stock that are held directly by Time Warner Media Holdings B.V. ("TW Holdings BV"), 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 Holdings BV, the Reporting Person, RSL Savannah and the Issuer, dated May 18, 2009 (the "Voting Agreement"). |
(2) | The options vested in instalments and the final tranche vested on May 15, 2007. |
(3) | Does not include options held by RSL to acquire 69,000 shares of Class B Common Stock, which are currently exercisable, or options held by RSL to acquire 30,000 shares of Class A Common Stock, of which 20,000 are currently exercisable. |
(4) | Shares of Class B Common Stock are convertible at any time at the option of the holders on a one-for-one basis into shares of Class A Common Stock for no additional consideration. There is no expiration date for this conversion right. |
(5) | RSL and RSL Savannah, each beneficially own 4,500,000 shares of Class B Common Stock that are held directly by TW Holdings BV, over which RSL Savannah has a proxy to vote such shares pursuant to and in accordance with the Voting Agreement. |
(6) | RSL is the beneficial owner of 2,885,705 shares of Class B 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 B 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. |