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Central European Media
Enterprises Ltd.
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(Name
of Issuer)
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Class
A Common Stock, par value $0.08 per share
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(Title
of Class of Securities)
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G20045103
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(CUSIP
Number)
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Apax
Partners Europe Managers Limited
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33
Jermyn Street
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London,
England SW1Y 6DN, United Kingdom
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44
20 7872 6300
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(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
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November 27,
2009
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(Date
of Event Which Requires Filing of this
Statement)
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If
the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. o
Note: Schedules
filed in paper format shall include a signed original and five copies of
the schedule, including all exhibits. See § 240.13d-7 for
other parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person's
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 on 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).
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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.
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| 1. | Names of Reporting Persons | Apax Partners Europe Managers Limited |
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I.R.S.
Identification Nos. of above persons (entities only).
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
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5.
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
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o
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6.
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Citizenship
or Place of Organization
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United
States
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7.
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Sole
Voting Power
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0
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||||
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Number
of
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||||||
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Shares
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8.
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Shared
Voting Power
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3,168,566
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Beneficially
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||||||
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Owned
by Each
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9.
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Sole
Dispositive Power
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0
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Reporting
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||||||
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Person
With
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10.
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Shared
Dispositive Power
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3,168,566
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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3,168,566
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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o
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13.
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Percent
of Class Represented by Amount in Row (11)
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5.17%
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14.
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Type
of Reporting Person (See Instructions)
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CO
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| 1. | Names of Reporting Persons | Apax Europe VI GP Co. Limited |
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I.R.S.
Identification Nos. of above persons (entities only).
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
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5.
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
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o
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6.
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Citizenship
or Place of Organization
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United
States
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7.
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Sole
Voting Power
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0
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||||
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Number
of
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||||||
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Shares
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8.
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Shared
Voting Power
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3,168,566
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|||
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Beneficially
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||||||
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Owned
by Each
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9.
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Sole
Dispositive Power
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0
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|||
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Reporting
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||||||
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Person
With
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10.
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Shared
Dispositive Power
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3,168,566
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|||
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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3,168,566
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||||
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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o
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||||
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13.
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Percent
of Class Represented by Amount in Row (11)
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5.17%
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14.
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Type
of Reporting Person (See Instructions)
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CO
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Item
5 of the Statement is hereby amended and restated in its entirety to read
as follows:
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(a)
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On
September 28, 2009, RSL Investment LLC, the General Partner, delivered a
notice of dissolution to Adele LP stating its intention to dissolve the
Partnership as of September 28, 2009, and to distribute the assets of the
Partnership pursuant to the terms of the LP Agreement. On
November 27, 2009, the General Partner filed a Notice of Dissolution with
the Registrar of Exempted Limited Partnerships of the Cayman
Islands. On November 25, 2009, in anticipation of dissolution,
the Class A Shares and Class B Shares held by the Partnership were
distributed pro rata to the members of the Partnership, except that Adele
LP's pro rata portion of the Class B Shares held by the Partnership were
converted into Class A Shares prior to the distribution to Adele
LP. After giving effect to such distribution, the Reporting
Persons will be deemed to beneficially own 3,168,566 Class A Shares,
representing approximately 5.17% of the outstanding
common
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stock
of the Issuer, based on calculations made in accordance with Rule 13d-3(d)
promulgated under the Act. The percentage of beneficial ownership has been
determined based on the 61,337,112 CME Shares outstanding as of October
23, 2009, as reported in the Issuer's Quarterly Report on Form 10-Q for
the period ended September 30, 2009.
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(c)
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The
Reporting Persons may be deemed to have shared voting power and shared
dispositive power with respect to the 3,168,566 Class A Shares that are
held by Adele LP. Each Class A Share entitles the holder to one
vote on each matter submitted to a vote of the Issuer's stockholders,
including the election of directors of the Issuer.
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(d)
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Except
as described above in Item 3, no transactions in the securities of the
Issuer were effected by the Reporting Persons during the past 60
days.
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(e)
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No
other person is known by the Reporting Persons to have the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any securities of the Issuer beneficially owned
by the Reporting Persons.
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(f)
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Not
applicable.
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APAX
PARTNERS EUROPE MANAGERS LIMITED
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By:
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/s/
Paul Fitzsimmons
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Name:
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Paul
Fitzsimmons
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Title:
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Director
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By:
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/s/
Ian Jones
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Name:
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Ian
Jones
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Title:
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Director
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APAX
EUROPE VI GP CO. LIMITED
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By:
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/s/
A. W. Guille
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Name:
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A.
W. Guille
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Title:
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Director
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