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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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.
CUSIP No. |
G20045202 |
1 | NAMES OF REPORTING PERSONS: Eric Semler |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
United States | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 2,952,685 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 2,952,685 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
2,952,685 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
8.6%** | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
IN |
2
CUSIP No. |
G20045202 |
1 | NAMES OF REPORTING PERSONS: TCS Capital GP, LLC |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 2,932,885 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 2,932,885 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
2,932,885 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
8.5%** | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
OO |
3
CUSIP No. |
G20045202 |
1 | NAMES OF REPORTING PERSONS: TCS Capital Investments, L.P. |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Cayman Islands | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 1,814,379 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 1,814,379 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
1,814,379 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
5.3%** | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
PN |
4
Item 1(a)
|
Name of Issuer. | |
Central European Media Enterprises, Ltd. | ||
Item 1(b)
|
Address of Issuers Principal Executive Offices. | |
Clarendon House, Church Street, Hamilton HM11, Bermuda |
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Item 2(a)
|
Name of Person Filing. | |
TCS Capital GP, LLC; Eric Semler; and TCS Capital Investments, L.P. | ||
Item 2(b)
|
Address of Principal Business Office, or, if none, Residence. | |
888 Seventh Avenue, Suite 1504, New York, NY 10019 | ||
Item 2(c)
|
Citizenship or Place of Organization. | |
TCS Capital GP, LLC is a limited liability company organized under the laws of the State of Delaware. Eric Semler is the principal of TCS Capital GP, LLC and |
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is a United States citizen. TCS Capital Investments, L.P., is a Cayman Islands Exempted Limited Partnership. | ||
Item 2(d)
|
Title of Class of Securities. | |
Class A Common Stock, par value $0.08 per share (the Common Stock) | ||
Item 2(e)
|
CUSIP Number. | |
G20045202 | ||
Item 3
|
Reporting Person. | |
Inapplicable. | ||
Item 4
|
Ownership. |
(a) | TCS Capital GP, LLC (as the general partner of TCS Capital Investments, L.P., TCS Capital II, L.P. and TCS Capital L.P.) may be deemed the beneficial owner of 2,932,885 shares of Common Stock, Eric Semler (as the principal of TCS Capital GP, LLC and TCS Select GP, LLC) may be deemed the beneficial owner of 2,952,685 shares of Common Stock, and TCS Capital Investments, L.P. is the beneficial owner of 1,814,379 shares of Common Stock. | ||
(b) | TCS Capital GP, LLC may be deemed the beneficial owner of 8.5% of the outstanding shares of Common Stock, Eric Semler may be deemed the beneficial owner of 8.6% of the outstanding shares of Common Stock and TCS Capital Investments is the beneficial owner of 5.3% shares of Common Stock. These percentages are determined by dividing 2,932,885, 2,952,685 , and 1,814,379 respectively, by 34,412,138, the number of shares of Common Stock issued and outstanding as of November 6, 2006, as reported in the Issuers 10-Q filed with the Securities and Exchange Commission on November 9, 2006. | ||
(c) | As the general partner of TCS Capital Investments, L.P., TCS Capital II, L.P. and TCS Capital L.P., TCS Capital GP, LLC has the sole power to vote and dispose of the 2,932,885 shares of Common Stock. As the principal of TCS Capital GP, LLC and TCS Select GP, LLC, Eric Semler has the sole power to vote and dispose of the 2,952,685 shares of Common Stock. TCS Capital Investments, L.P. has the sole power to vote and dispose of 1,814,379 shares of Common Stock that it holds. |
Item 5
|
Ownership of Five Percent or Less of a Class. | |
Inapplicable. | ||
Item 6
|
Ownership of More Than Five Percent on Behalf of Another Person. |
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Inapplicable. | ||
Item 7
|
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. | |
Inapplicable. | ||
Item 8
|
Identification and Classification of Members of the Group. | |
Inapplicable. | ||
Item 9
|
Notice of Dissolution of Group. | |
Inapplicable. | ||
Item 10
|
Certification. | |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||
Exhibits
|
Exhibit 1 | |
Joint Filing Agreement dated December 28, 2006 between TCS Capital Investments, L.P., TCS Capital GP, LLC and Eric Semler. |
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TCS Capital GP, LLC |
||||
By: | /s/ Eric Semler | |||
Name: | Eric Semler | |||
Title: | Managing Member | |||
TCS Capital Investments, L.P. |
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By: | TCS Capital GP, LLC, general partner | |||
By: | /s/ Eric Semler | |||
Name: | Eric Semler | |||
Title: | Managing Member | |||
/s/ Eric Semler | ||||
Eric Semler | ||||
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TCS Capital GP, LLC |
||||
By: | /s/ Eric Semler | |||
Name: | Eric Semler | |||
Title: | Managing Member | |||
TCS Capital Investments, L.P. |
||||
By: | TCS Capital GP, LLC, general partner | |||
By: | /s/ Eric Semler | |||
Name: | Eric Semler | |||
Title: | Managing Member | |||
/s/ Eric Semler | ||||
Eric Semler | ||||
9