4//SEC Filing
PRIMEDIA INC 4
Accession 0001104659-09-060135
CIK 0000884382operating
Filed
Oct 22, 8:00 PM ET
Accepted
Oct 23, 4:34 PM ET
Size
20.1 KB
Accession
0001104659-09-060135
Insider Transaction Report
Form 4
PRIMEDIA INCPRM
KKR 1996 FUND L P
10% Owner
Transactions
- Purchase
Common Stock Warrant (right to buy)
2001-11-24+41,667→ 686,667 total(indirect: See Footnotes)Exercise: $42.00→ Common Stock, par value $.01 per share (41,667 underlying) - Purchase
Common Stock Warrant (right to buy)
2002-05-24+208,333→ 1,061,667 total(indirect: See Footnotes)Exercise: $42.00→ Common Stock, par value $.01 per share (208,333 underlying) - Purchase
Common Stock Warrant (right to buy)
2002-02-24+166,667→ 853,334 total(indirect: See Footnotes)Exercise: $42.00→ Common Stock, par value $.01 per share (166,667 underlying) - Purchase
Common Stock Warrant (right to buy)
2002-08-24+250,000→ 1,311,667 total(indirect: See Footnotes)Exercise: $42.00→ Common Stock, par value $.01 per share (250,000 underlying)
Footnotes (7)
- [F1]The securities reported on this Form 4 are held by KKR 1996 Fund L.P. ("KKR 1996 Fund"). KKR Associates 1996, L.P. (as the sole general partner of KKR 1996 Fund) and KKR 1996 GP LLC (as the sole general partner of KKR Associates 1996, L.P.) may be deemed to beneficially own the securities beneficially owned by KKR 1996 Fund. George R. Roberts and Henry R. Kravis are managers of KKR 1996 GP LLC and may be deemed to have or share beneficial ownership of the reported securities that may be deemed to be beneficially owned by such entity.
- [F2]Each Reporting Person disclaims beneficial ownership of any securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any equity securities covered by this statement.
- [F3]The securities reported herein were issued on November 24, 2001, February 24, 2002, May 24, 2002 and August 24, 2002, respectively, in each case prior to the reverse stock split consummated by the Issuer on August 1, 2007. This Form 4 reflects the holdings of the Reporting Persons after giving effect to such reverse stock split.
- [F4]Immediately exercisable.
- [F5]41,667 of the warrants will expire on the date that is the earlier of November 24, 2011 and the closing date of any transaction that results in a change of control, as defined in the warrant instruments. 166,667 of the warrants will expire on the date that is the earlier of February 24, 2012 and the closing date of any transaction that results in a change of control, as defined in the warrant instruments.
- [F6]208,333 of the warrants will expire on the date that is the earlier of May 24, 2012 and the closing date of any transaction that results in a change of control, as defined in the warrant instruments. 250,000 of the warrants will expire on the date that is the earlier of August 24, 2012 and the closing date of any transaction that results in a change of control, as defined in the warrant instruments.
- [F7]On August 24, 2001, KKR 1996 Fund purchased 1,000,000 shares of PRIMEDIA's Series J Convertible Exchangeable Preferred Stock for an aggregate purchase price of $125,000,000 and received a warrant to purchase shares of common stock. In connection with such purchase, KKR 1996 Fund was also entitled to receive warrants to purchase a specified number of additional shares of common stock three months, six months, nine months and twelve months following the date of such purchase, provided, in each case, that the Series J Convertible Preferred Stock remained outstanding on such date. KKR 1996 Fund received a total of 666,667 additional warrants (on an adjusted basis pursuant to the reverse stock split discussed in footnote 3 hereof) in connection therewith.
Documents
Issuer
PRIMEDIA INC
CIK 0000884382
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000884382
Filing Metadata
- Form type
- 4
- Filed
- Oct 22, 8:00 PM ET
- Accepted
- Oct 23, 4:34 PM ET
- Size
- 20.1 KB