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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 | ||||||||
Series A Convertible Participating Preferred Stock | (1) | 08/07/2017 | D | 70,673,242 (2) (8) | (1) | (1) | Series A Common Stock | 70,673,242 | (2) | 0 | I | See Footnote (6) | |||
Series A Convertible Participating Preferred Stock | (1) | 08/07/2017 | D | 70,673,242 (2) (8) | (1) | (1) | Series C Common Stock | 70,673,242 | (2) | 0 | I | See Footnote (6) | |||
Series C Convertible Participating Preferred Stock | (3) | 08/07/2017 | D | 24,874,370 (2) (8) | (3) | (3) | Series C Common Stock | 49,748,740 | (2) | 0 | I | See Footnote (6) | |||
Series A-1 Convertible Participating Preferred Stock | (4) | 08/07/2017 | A | 7,852,582.44 (2) (9) | (4) | (4) | Series A Common Stock | 70,673,242 | (2) | 7,852,582.44 | I | See Footnote (7) | |||
Series C-1 Convertible Participating Preferred Stock | (5) | 08/07/2017 | A | 6,218,592.5 (2) (9) | (5) | (5) | Series C Common Stock | 120,421,982 | (2) | 6,218,592.5 | I | See Footnote (7) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ADVANCE LONG-TERM MANAGEMENT TRUST ONE NEWARK CENTER, 19TH FLOOR C/O ROBINSON MILLER, LLC NEWARK, NJ 07102 |
X | X | ||
NEWHOUSE BROADCASTING CORP 6350 COURT STREET EAST SYRACUSE, NY 13057 |
X | X | ||
ADVANCE PUBLICATIONS, INC 950 FINGERBOARD ROAD STATEN ISLAND, NY 10305 |
X | X | ||
NEWHOUSE FAMILY HOLDINGS, L.P. ONE WORLD TRADE CENTER NEW YORK, NY 10007 |
X | X | ||
ADVANCE/NEWHOUSE PROGRAMMING PARTNERSHIP 6350 COURT STREET EAST SYRACUSE, NY 13057 |
X | X |
Advance/Newhouse Programming Partnership, By: /s/ Michael A. Newhouse, Vice President | 08/08/2017 | |
**Signature of Reporting Person | Date | |
Newhouse Broadcasting Corporation, By: /s/ Michael A. Newhouse, Executive Vice President | 08/08/2017 | |
**Signature of Reporting Person | Date | |
Advance Publications, Inc., By: /s/ Michael A. Newhouse, Co-President | 08/08/2017 | |
**Signature of Reporting Person | Date | |
Newhouse Family Holdings, L.P., By: Advance Long-Term Management Trust, as General Partner, By: /s/ Michael A. Newhouse, Trustee | 08/08/2017 | |
**Signature of Reporting Person | Date | |
Advance Long-Term Management Trust, By: /s/ Michael A. Newhouse, Trustee | 08/08/2017 | |
**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) | Each share of Series A Convertible Participating Preferred Stock is convertible pursuant to its terms into one share of Series A Common Stock and one share of Series C Common Stock at any time (following a stock dividend that occurred on August 6, 2014). |
(2) | On August 7, 2017, shares of Series A Convertible Participating Preferred Stock and Series C Convertible Participating Preferred Stock were transferred to the Issuer in exchange for shares of Series A-1 Convertible Participating Preferred Stock and Series C-1 Convertible Participating Preferred Stock (the "Exchange"). Immediately following the Exchange, Advance/Newhouse Programming Partnership's beneficial ownership of the aggregate number of shares of Series A Common Stock and Series C Common Stock into which the Series A-1 Convertible Participating Preferred Stock and Series C-1 Convertible Participating Preferred Stock received by Advance/Newhouse Programming Partnership in the Exchange are convertible remained unchanged. |
(3) | Each share of Series C Convertible Participating Preferred Stock is convertible pursuant to its terms into two shares of Series C Common Stock at any time (following a stock dividend that occurred on August 6, 2014). |
(4) | Each share of Series A-1 Convertible Participating Preferred Stock is convertible pursuant to its terms into nine shares of Series A Common Stock at any time. |
(5) | Each share of Series C-1 Convertible Participating Preferred Stock is convertible pursuant to its terms into 19.3648 shares of Series C Common Stock at any time. |
(6) | Prior to the Exchange, Advance/Newhouse Programming Partnership was the record holder of the Series A Convertible Participating Preferred Stock and Series C Convertible Participating Preferred Stock. The other reporting persons owned such shares through subsidiaries. Each reporting person disclaims beneficial ownership except to the extent of its pecuniary interest. |
(7) | After the Exchange, Advance/Newhouse Programming Partnership is the record holder of the Series A-1 Convertible Participating Preferred Stock and Series C-1 Convertible Participating Preferred Stock. The other reporting persons own such shares through subsidiaries. Each reporting person disclaims beneficial ownership except to the extent of its pecuniary interest. |
(8) | Disposed to the Issuer in an exempt transaction. |
(9) | Acquired from the Issuer in an exempt transaction. |