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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 | ||||||||
| Call Options (obligation to sell) | $ 0.25 | 01/08/2008 | X(1)(2)(3) | 15,455,062 (4) | 11/07/2005 | 05/07/2007 | Class A Common Stock | 15,455,062 (4) | $ 0 | 0 | I | By Paxson Enterprises, Inc. and Second Crystal Diamond, LP | |||
| Call Options (obligation to sell) | $ 0.29 | 01/08/2008 | X(1)(2)(3) | 8,311,639 (5) | 11/07/2005 | 05/07/2007 | Class B Common Stock | 8,311,639 (5) | $ 0 | 0 | I | By Paxson Enterprises, Inc. and Second Crystal Diamond, LP | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| PAXSON LOWELL W C/O HOLLAND & KNIGHT 222 LAKEVIEW AVENUE, S. 1000 WEST PALM BEACH, FL 33401 |
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| /s/ Lowell W. Paxson, Reporting Person (Individually and as President of Paxson Enterprises, Inc., in its capacity as sole General Partner of Second Crystal Diamond, Limited Partnership), executed by attorney-in-fact, Adam K. Weinstein | 01/10/2008 | |
| **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) | On November 7, 2005, the reporting person, Second Crystal Diamond Limited Partnership and Paxson Enterprises, Inc. (collectively, the "Paxson Stockholders") and NBC Palm Beach Investment II, Inc. ("NBC Palm Beach II") entered into a Call Agreement (the "Call Agreement"). Pursuant to the Call Agreement, the Paxson Stockholders granted NBC Palm Beach II (or its permitted transferee) the right to purchase (the "Call Right") 15,455,062 shares of Class A Common Stock and 8,311,639 shares of Class B Common Stock (the "Call Shares"). Pursuant to the Master Transaction Agreement among ION Media Networks, Inc. ("ION"), NBCU, NBC Palm Beach Investment I, Inc., NBC Palm Beach II and CIG Media, L.L.C. ("CIG Media"), dated as of May 3, 2007 (the "Master Transaction Agreement"), NBC Palm Beach II transferred the Call Agreement to CIG Media on May 4, 2007. |
| (2) | The Master Transaction Agreement required CIG Media to exercise the Call Right concurrently with the assignment of the Call Agreement, which was done on May 4, 2007. However, pursuant to the Call Agreement, the obligation of the Paxson Stockholders to deliver the Call Shares to CIG Media was conditioned on certain material conditions, including Federal Communications Commission (the "FCC") approval, which approval shall have become a final order, of the purchase of the Call Shares by CIG Media and other conditions contained in the Call Agreement. On December 31, 2007, the FCC released an order, which became effective on January 2, 2008, approving the transfer of control of ION from Lowell W. Paxson and Paxson Management Corporation to CIG Media. However, the FCC order is not a final order and is subject to reconsideration or judicial review. |
| (3) | If neither reconsideration nor judicial review is initiated, the FCC order will become a final order 40 days from the date it became effective. Under the Call Agreement, the requirement of a final order from the FCC may be waived, and CIG Media, by closing on the purchase of the Call Shares, has waived that condition. This Form 4 is being filed by the reporting person to report the exercise of the Call Right by CIG Media as well as the disposition of shares of Class A Common Stock and Class B Common Stock in connection with the closing of the Call Right on January 8, 2008. |
| (4) | Mr. Paxson is the beneficial owner of all Class A Common Stock, other than 100 shares of Class A Common Stock, through his control of Second Crystal Diamond, Limited Partnership and Paxson Enterprises, Inc. |
| (5) | Mr. Paxson is the beneficial owner of all Class B Common Stock through his control of Second Crystal Diamond, Limited Partnership and Paxson Enterprises, Inc. |