4//SEC Filing
KEY3MEDIA GROUP INC 4
Accession 0000950142-03-000205
CIK 0001113674operating
Filed
Feb 4, 7:00 PM ET
Accepted
Feb 5, 4:47 PM ET
Size
17.8 KB
Accession
0000950142-03-000205
Insider Transaction Report
Form 4
No transactions or holdings reported in this filing.
Footnotes (7)
- [1]The Reporting Person is one of the managing members of Invemed Catalyst GenPar, LLC, the general partner of Invemed Catalyst Fund, L.P., and may be deemed to own the securities held by such person. The Reporting Person disclaims beneficial ownership of such securities in excess of its direct interest in the profits or capital accounts of Invemed Catalyst GenPar, LLC and this report shall not be deemed an admission of that the Reporting Person is the beneficial owner of these securities in excess of such amount. The Reporting Person may be deemed a member of section 13(d) group that owns more than 10% of the Issuer's outstanding Common Stock. However, the Reporting Person disclaims such group membership, and this report shall not be deemed an admission that the Reporting Person is a member of Section 13(d) group that owns more than 10% of the Issuer's outstanding Common Stock for purposes of Section 16 or for any other purpose.
- [2]In accordance with the Key3Media Group, Inc. Stock Option Agreement, dated October, 21, 2000, entered into between Invemed Catalyst Fund, L.P. and the Issuer, the options must be exercised within 90 days after Michael B. Solomon's termination of service on the board of directors of the Issuer. Michael B. Solomon resigned from his position as a director of the Issuer, effective as of January 6, 2003.
- [3]In accordance with the Key3Media Group, Inc. Stock Option Agreement, dated November 21, 2000, entered into between Invemed Catalyst Fund, L.P. and the Issuer, the options must be exercised within 90 days after Michael B. Solomon's termination of service on the board of directors of the Issuer. Michael B. Solomon resigned from his position as a director of the Issuer, effective as of January 6, 2003.
- [4]Automatic conversion on November 27, 2011.
- [5]One share of Series A 5.5% Convertible Redeemable Preferred Stock is convertible into a number of common stock of the Issuer equal to the ratio the numerator of which is the adjusted liquidation preference and the denominator of which is the conversion price. The adjusted liquidation preference is (i) the liquidation preference at the beginning of the quarter divided by the conversion price, plus (ii) the amount of dividend accrued as of the conversion date divided by the closing price of a share of Common Stock the last trading day before the conversion date. The liquidation preference is originally $25 but accrues over time by the amount of unpaid dividends. As of February 3, 2003, one million shares of Series A 5.5% Convertible Redeemable Preferred Stock would be convertible into 25,674,710 shares of Common Stock of the Issuer.
- [6]Automatic conversion on November 27, 2011.
- [7]One share of Series B 5.5% Convertible Redeemable Preferred Stock is convertible into a number of common stock of the Issuer equal to the ratio the numerator of which is the adjusted liquidation preference and the denominator of which is the conversion price. The adjusted liquidation preference is (i) the liquidation preference at the beginning of the quarter divided by the conversion price, plus (ii) the amount of dividend accrued as of the conversion date divided by the closing price of a share of common stock the last trading day before the conversation date. The liquidation preference is originally $25 but accrues over time by the amount of unpaid dividends. As of February 3, 2003, 80,000 shares of Series B 5.5% Convertible Redeemable Preferred Stock would be convertible into 2,053,976 shares of Common Stock of the Issuer. Invemed Securities, Inc. /s/ John Baran February 3, 2003 - ---------------------------------------- ------------------------- **
Issuer
KEY3MEDIA GROUP INC
CIK 0001113674
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001113674
Filing Metadata
- Form type
- 4
- Filed
- Feb 4, 7:00 PM ET
- Accepted
- Feb 5, 4:47 PM ET
- Size
- 17.8 KB