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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 | ||||||||
| Common Stock Warrant (right to buy) | $ 42 | 11/24/2001(3) | P | 41,667 | (4) | (5) | Common Stock, par value $.01 per share | 41,667 | (7) | 686,667 | I | See Footnotes (1) (2) | |||
| Common Stock Warrant (right to buy) | $ 42 | 02/24/2002(3) | P | 166,667 | (4) | (5) | Common Stock, par value $.01 per share | 166,667 | (7) | 853,334 | I | See Footnotes (1) (2) | |||
| Common Stock Warrant (right to buy) | $ 42 | 05/24/2002(3) | P | 208,333 | (4) | (6) | Common Stock, par value $.01 per share | 208,333 | (7) | 1,061,667 | I | See Footnotes (1) (2) | |||
| Common Stock Warrant (right to buy) | $ 42 | 08/24/2002(3) | P | 250,000 | (4) | (6) | Common Stock, par value $.01 per share | 250,000 | (7) | 1,311,667 | I | See Footnotes (1) (2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KKR 1996 FUND L P C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019 |
X | |||
| KKR ASSOCIATES 1996 L P C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019 |
X | |||
| KKR 1996 GP LLC C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019 |
X | |||
| /s/ William J. Janetschek, KKR 1996 Fund L.P. (8) | 10/23/2009 | |
| **Signature of Reporting Person | Date | |
| /s/ William J. Janetschek, KKR Associates 1996, L.P. (9) | 10/23/2009 | |
| **Signature of Reporting Person | Date | |
| /s/ William J. Janetschek, KKR 1996 GP LLC (10) | 10/23/2009 | |
| **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) | 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. |
| (2) | 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. |
| (3) | 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. |
| (4) | Immediately exercisable. |
| (5) | 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. |
| (6) | 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. |
| (7) | 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. |
| Remarks: (8) Mr. Janetschek is signing in his capacity as member of KKR 1996 GP LLC, general partner of KKR Associates 1996, L.P., general partner of KKR 1996 Fund L.P. (9) Mr. Janetschek is signing in his capacity as member of KKR 1996 GP LLC, general partner of KKR Associates 1996, L.P. (10) Mr. Janetschek is signing in his capacity as member of KKR 1996 GP LLC. | |