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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 | ||||||||
| Forward sale | (2) (3) | 03/29/2007 | J(2)(3) | 22,397,700 (2) (3) | (2)(3) | (2)(3) | Class V Warrants | (2) (3) | (2) (3) | 803,745 | I | By trusts | |||
| Class V Warrants | (8) | 03/29/2007 | D(2)(3)(4) | 886,850 (5) | 10/02/1996(6) | (7) | Class V Common Stock | 886,850 | (4) | 0 | I | By trusts | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CISNEROS GUSTAVO A GURI ORG. DE SERVICIOS C.A. C. COM. PASEO LAS MERCEDES CARACAS, X5 |
X | X | ||
| /s/ Cisneros A. Cisneros | 04/02/2007 | |
| **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) | Pursuant to the merger agreement among Issuer, Umbrella Holdings, LLC and Umbrella Acquisition, Inc. (the "Merger Agreement"), each share of Class A common stock and Class V common stock was exchanged for the right to receive $36.25 per share on the effective date of the merger. |
| (2) | As previously reported, on March 17, 2006, the Reporting Person and related entities (together, the "Reporting Persons") amended their forward sale contracts, which were originally entered into on January 31 and August 7, 2003 (as amended, the "Forward Sale Contracts"). The Forward Sale Contracts required the Reporting Person to deliver shares of Class V Common Stock and/or warrants to purchase shares of Class V Common Stock ("Warrants") on October 20, 2006, April 23, 2007 and May 16, 2008. The number of shares of Class V Common Stock and/or Warrants and the price to be paid thereunder were each subject to adjustment based on the market price on specified dates preceding the related settlement date, subject to specified amended floors and caps. As of March 29, 2007, the maximum number of shares of Class V Common Stock for which the shares of Class V Common Stock and/or Warrants sold were exercisable was 23,201,445 shares of Class V Common Stock. |
| (3) | As a result of the transactions contemplated by the Merger Agreement and because (i) the closing price per share of the Issuer's common stock on March 29, 2007 was greater than the floor prices established in the Forward Sale Contracts and (ii) the effective date of the merger pursuant to the Merger Agreement was prior to the settlement dates of the Forward Sale Contracts described above in footnote 2 (which subjected the Reporting Persons to pay an early termination fee pursuant to the terms of the Forward Sale Contracts), the Reporting Persons were required on March 29, 2007 to deliver 22,397,700 of those shares of Class V Common Stock and/or Warrants to settle their delivery requirements of the Forward Sale Contracts, and therefore, retained 803,745 of those shares of Class V Common Stock and/or Warrants. |
| (4) | Pursuant to the Merger Agreement, each Warrant was cancelled and the Reporting Persons received a cash payment with respect thereto as follows: (i) for each Warrant issued in connection with the 1992 Warrants, a cash payment in an amount equal to the product of (A) the excess, if any, of $36.25 over $0.032195 multiplied by (B) the number of shares of Class V Common Stock issuable upon exercise of such Warrant, without interest; and (ii) for each Warrant issued in connection with the 2001 Warrants, a cash payment in an amount equal to the product of (A) the excess, if any, of $36.25 over $38.261 multiplied by (B) the number of shares of Class V Common Stock issuable upon exercise of such Warrant, without interest. |
| (5) | Represents Warrants not subject to the Forward Sale Contracts plus Warrants retained by the Reporting Persons following settlement of the Forward Sale Contracts (as described in footnote 3 above). |
| (6) | Warrants to purchase Class A or Class V Common Stock were subject to certain exercise restrictions because such warrants could have been exercised by their respective holders only if the aggregate shares owned by Televisa Internacional S.A. de C.V., Venevision Investments LLC and all non-U.S. aliens represented not more than 25% of the outstanding stock of the Issuer. |
| (7) | The term of the Warrants was perpetual. |
| (8) | 0.032195 |