UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ADVANCE LONG-TERM MANAGEMENT TRUST 4 TIMES SQUARE NEW YORK, NY 10036 |
 |  X |  |  |
NEWHOUSE FAMILY HOLDINGS, L.P. 4 TIMES SQUARE NEW YORK, NY 10036 |
 |  X |  |  |
ADVANCE PUBLICATIONS INC 950 FINGERBOARD ROAD STATEN ISLAND, NY 10305 |
 |  X |  |  |
NEWHOUSE BROADCASTING CORP 5000 CAMPUSWOOD DRIVE EAST SYRACUSE, NY 13057-4250 |
 |  X |  |  |
/s/ Donald E. Newhouse | 03/12/2009 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | Each of Newhouse Broadcasting Corporation ("NBCo"), Advance Publications, Inc. ("API"), Newhouse Family Holdings, L.P. ("NFH") and Advance Long-Term Management Trust ("AMT", and together with NBCo, API and NFH, the "Reporting Persons") may be deemed to beneficially own 71,107,312 shares of Series A preferred stock, par value $0.01 per share of the Issuer (the "Series A Preferred Stock") through control of Advance/Newhouse Programming Partnership ("ANPP"). NBCo is the indirect majority owner of ANPP. API indirectly holds a 35% interest in ANPP. NFH is the sole shareholder of API. AMT is the general partner of NFH. |
(2) | Each of the Reporting Persons may be deemed to beneficially own 71,107,312 shares of Series C preferred stock, par value $0.01 per share of the Issuer (the "Series C Preferred Stock"), through control of ANPP. |
(3) | The Series A Preferred Stock and the Series C Preferred Stock were issued to ANPP in connection with an overall restructuring (the "Restructuring") of Discovery Holdings Company ("DHC") pursuant to the Transaction Agreement, dated as of June 4, 2008, by and among the Issuer, DHC and ANPP and certain of their respective affiliates. Further information regarding the Restructuring can be found in the Form 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 29, 2008 with respect to the Issuer. |
(4) | 792,361 shares of Series A Preferred Stock and 792,361 shares of Series C Preferred Stock are held by JPMorgan Chase Bank, as Escrow Agent, pursuant to the Escrow Agreement, dated September 17, 2008, among the Issuer, ANPP and JPMorgan Chase Bank. |