PRIMEDIA INC 4
4 · PRIMEDIA INC · Filed Jul 15, 2011
Insider Transaction Report
Form 4
PRIMEDIA INCPRM
KKR 1996 GP LLC
10% Owner
Transactions
- Other
Warrants (right to buy)
2011-07-13−208,333→ 0 total(indirect: See Footnotes)Exercise: $42.00From: 2002-08-24Exp: 2011-08-24→ Common Stock, par value $0.01 (208,333 underlying) - Other
Warrants (right to buy)
2011-07-13−166,667→ 0 total(indirect: See Footnotes)Exercise: $42.00From: 2002-08-24Exp: 2012-02-24→ Common Stock, par value $0.01 (166,667 underlying) - Other
Common Stock, par value $0.01 per share
2011-07-13$7.10/sh−1,562,500$11,093,750→ 0 total(indirect: See Footnotes) - Other
Common Stock, par value $0.01 per share
2011-07-13$7.10/sh−245,437$1,742,603→ 0 total(indirect: See Footnotes) - Other
Warrants (right to buy)
2011-07-13−436,667→ 0 total(indirect: See Footnotes)Exercise: $42.00From: 2002-08-24Exp: 2011-08-24→ Common Stock, par value $0.01 (436,667 underlying) - Other
Common Stock, par value $0.01 per share
2011-07-13$7.10/sh−5,635,773$40,013,988→ 0 total(indirect: See Footnotes) - Other
Common Stock, par value $0.01 per share
2011-07-13$7.10/sh−5,754,000$40,853,400→ 0 total(indirect: See Footnotes) - Other
Common Stock, par value $0.01 per share
2011-07-13$7.10/sh−8,198,339$58,208,207→ 0 total(indirect: See Footnotes) - Other
Common Stock, par value $0.01 per share
2011-07-13$7.10/sh−15,013$106,592→ 0 total(indirect: See Footnotes) - Other
Warrants (right to buy)
2011-07-13−208,333→ 0 total(indirect: See Footnotes)Exercise: $42.00From: 2002-08-24Exp: 2012-05-24→ Common Stock, par value $0.01 (208,333 underlying) - Other
Warrants (right to buy)
2011-07-13−250,000→ 0 total(indirect: See Footnotes)Exercise: $42.00From: 2002-08-24Exp: 2012-08-24→ Common Stock, par value $0.01 (250,000 underlying) - Other
Common Stock, par value $0.01 per share
2011-07-13$7.10/sh−2,083,333$14,791,664→ 0 total(indirect: See Footnotes) - Other
Warrants (right to buy)
2011-07-13−41,667→ 0 total(indirect: See Footnotes)Exercise: $42.00From: 2002-08-24Exp: 2011-11-24→ Common Stock, par value $0.01 (41,667 underlying) - Other
Common Stock, par value $0.01 per share
2011-07-13$7.10/sh−2,533,333$17,986,664→ 0 total(indirect: See Footnotes)
Footnotes (12)
- [F1]These securities were disposed of in connection with the Agreement and Plan of Merger by and among Pittsburgh Holdings, LLC, a Delaware limited liability company, Pittsburgh Acquisition, Inc., a Delaware corporation and the Issuer, pursuant to which, among other things, Pittsburgh Acquisition, Inc. merged with and into the Issuer, the Issuer as the surviving entity. The merger consideration per share of common stock consisted of cash in an amount equal to $7.10.
- [F10]KKR Associates L.P. is the sole general partner of MA Associates L.P., FP Associates, L.P., Magazine Associates, L.P., Publishing Associates, L.P., Channel One Associates, L.P. and KKR Partners II, L.P. KKR Associates 1996 L.P. is the sole general partner of KKR 1996 Fund L.P., while KKR 1996 GP LLC is the sole general partner of KKR Associates 1996 L.P. Henry R. Kravis and George R. Roberts are members of the executive committee of KKR Associates, L.P. and managers of KKR 1996 GP LLC.
- [F11]The warrant exercise price of $ 42.00 per share was greater than the merger consideration per share of common stock of $7.10 and thus no consideration was received in exchange for the cancellation of the warrants.
- [F12]Each Reporting Person disclaims beneficial ownership of any securities reported herein, except to the extent of such 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.
- [F2]These shares were held by MA Associates, L.P.
- [F3]These shares were held by FP Associates, L.P.
- [F4]These shares were held by Magazine Associates, L.P.
- [F5]These shares were held by Publishing Associates, L.P.
- [F6]These shares were held by Channel One Associates, L.P.
- [F7]These shares were held by KKR Partners II, L.P.
- [F8]These securities were held by KKR 1996 Fund L.P.
- [F9]These shares were held by George R. Roberts.