Edgar Filing: CENTRAL EUROPEAN MEDIA ENTERPRISES LTD

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

LAUDER RONALD S

2. Issuer Name and Ticker or Trading Symbol
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD [CETV]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Former 10% Owner - See remarks

(Last)

(First)

(Middle)

C/O RSL INVESTMENTS CORPORATION, 767 FIFTH AVENUE, SUITE 4200

3. Date of Earliest Transaction (Month/Day/Year)
11/25/2009

(Street)

NEW YORK, NY 10153

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/25/2009		C⁽²⁾⁽³⁾⁽⁴⁾		3,321,903	A	$ 0	3,381,903 ⁽²⁾ ⁽³⁾ ⁽⁴⁾	I	By CME Holdco L.P.
Class A Common Stock	11/25/2009		J⁽²⁾⁽³⁾⁽⁴⁾		3,381,903	D	$ 0	0 ⁽²⁾ ⁽³⁾ ⁽⁴⁾	I	By CME Holdco L.P.

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)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock

$ 0 ⁽¹⁾

11/25/2009

C⁽²⁾⁽³⁾⁽⁴⁾

3,321,903

⁽⁵⁾

Class A Common Stock

3,321,903

$ 0

2,990,936 ⁽²⁾ ⁽³⁾ ⁽⁴⁾

By CME Holdco L.P.

Class B Common Stock

$ 0 ⁽¹⁾

11/25/2009

J⁽²⁾⁽³⁾⁽⁴⁾

2,990,936

⁽⁵⁾

Class A Common Stock

2,990,936

$ 0

By: CME Holdco L.P.

Class B Common Stock

$ 0 ⁽¹⁾

⁽⁵⁾

Class A Common Stock

2,821,976

2,821,976 ⁽²⁾ ⁽³⁾ ⁽⁴⁾

By: RSL Investments Corporation

Class B Common Stock

$ 0 ⁽¹⁾

⁽⁵⁾

Class A Common Stock

63,729

63,729 ⁽²⁾ ⁽³⁾ ⁽⁴⁾

By: RSL Investment LLC

Class B Common Stock

$ 0 ⁽¹⁾

⁽⁵⁾

Class A Common Stock

105,231

105,231 ⁽²⁾ ⁽³⁾ ⁽⁴⁾

By: RAJ Family Partners, L.P.

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LAUDER RONALD S C/O RSL INVESTMENTS CORPORATION 767 FIFTH AVENUE, SUITE 4200 NEW YORK, NY 10153	X	X		Former 10% Owner - See remarks
CME Holdco L.P. C/O RSL INVESTMENTS CORPORATION 767 FIFTH AVENUE, SUITE 4200 NEW YORK, NY 10153				Former 10% Owner
RSL Investment LLC 767 FIFTH AVENUE, SUITE 4200 NEW YORK, NY 10153				Former 10% Owner
RSL INVESTMENTS CORP 767 FIFTH AVENUE, SUITE 4200 NEW YORK, NY 10153				Former 10% Owner

Signatures

/s/ Jacob Z. Schuster, Attorney-in-fact for Ronald S. Lauder		11/30/2009
^**Signature of Reporting Person		Date
/s/ Jacob Z. Schuster, CME Holdco L.P., Executive Vice President RSL Investment LLC, its General Partner		11/30/2009
^**Signature of Reporting Person		Date
/s/ Jacob Z. Schuster, RSL Investment LLC, Executive Vice President		11/30/2009
^**Signature of Reporting Person		Date
/s/ Jacob Z. Schuster, RSL Investments Corporation, President, Secretary and Treasurer		11/30/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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 Class B Common Stock is convertible into Class A Common Stock at the option of the holder at any time without payment of additional consideration.
(2)	On November 25, 2009, Holdco distributed all of the shares of Class A Common Stock and Class B Common Stock it held to its partners in a pro rata liquidating distribution made pursuant to the terms of its Amended and Restated Limited Partnership Agreement, dated September 1, 2006 (the "Distribution"). Immediately prior to, and in furtherance of, the Distribution, Holdco converted 3,321,903 shares of Class B Common Stock into an equal number of shares of Class A Common Stock. The Distribution was made as follows: (i) 63,729 shares of Class B Common Stock to RIL, (ii) 105, 231 shares of Class B Common Stock to RAJ Family Partners, L.P. ("RAJ"), (iii) 2,821,976 shares of Class B Common Stock to RIC, (iv) 72, 620 shares of Class A Common Stock to Leonard A. Lauder, (v) 140,717 shares of Class A Common Stock to LWG Family Partners, L.P. and (vi) 3,168,566 shares of Class A Common Stock to Adele (Guernsey) L.P.
(3)	At November 25, 2009, after giving effect to the Distribution: Holdco does not beneficially own any Class A Common Stock or Class B Common Stock; RIL beneficially owns 63,729 shares of Class B Common Stock that it holds directly; RIC beneficially owns 2,821,976 shares of Class B Common Stock that it holds directly and, as the sole member of RIL, has indirect beneficial ownership of the 63,729 shares of Class B common Stock held directly by RIL; and RSL has indirect beneficial ownership of 2,990,936 shares of Class B Common Stock as follows: (a) 63,729 shares of Class B Common Stock held directly by RIL, (b) 2,821,976 shares of Class B Common Stock held directly by RIC and (c) 105,231 shares of Class B Common Stock held directly by RAJ, in which a majority of the partnership interests are held directly or indirectly by RSL, who is Chairman and President of the corporate managing general partner of RAJ.
(4)	RSL disclaims beneficial ownership of the shares in clause (c) to the extent he does not have a pecuniary interest in such securities. The foregoing does not include (x) 14,500,000 shares of Class A Common Stock and 4,500,000 shares of Class B Common Stock with respect to which RSL shares voting power with RSL Savannah LLC ("RSLS"), but in which neither RSL nor RSLS have any pecuniary interest, or (b) options held by RSL to acquire 90,000 shares of Class B Common Stock, of which options to acquire 78,500 shares are currently exercisable.
(5)	Shares of Class B Common Stock may be immediately converted by the holder into shares of Class A Common Stock on a one-for-one basis and will automatically convert into shares of Class A Common Stock on a one-for-one basis when the number of issued and outstanding shares of Class B Common Stock is less than 10% of the issued and outstanding shares of Common Stock of the Issuer. Shares of Class B Common Stock do not have an expiration date.
Remarks: The Reporting Persons are Ronald S. Lauder ("RSL"), CME Holdco L.P. ("Holdco"), RSL Investments LLC ("RIL"), the general partner of Holdco, and RSL Investments Corporation ("RIC"), the sole member of RIL and a limited partner of Holdco. Ronald S. Lauder is the sole shareholder of RIC. As result of the Distribution described in note 3 above, Holdco, RIL and RIC have ceased to be 10% owners of Class A Common Stock.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.