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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 | ||||||||
| Stock Option (right to buy) | $ 6.42 | 07/13/2011 | D | 50,000 | (3) | 12/31/2013 | Common Stock | 50,000 | (3) | 0 | D | ||||
| Stock Option (right to buy) | $ 24 | 07/13/2011 | D | 55,000 | (4) | 04/16/2012 | Common Stock | 55,000 | (4) | 0 | D | ||||
| Stock Option (right to buy) | $ 30 | 07/13/2011 | D | 55,000 | (5) | 04/16/2012 | Common Stock | 55,000 | (5) | 0 | D | ||||
| Stock Option (right to buy) | $ 36 | 07/13/2011 | D | 55,000 | (6) | 04/16/2012 | Common Stock | 55,000 | (6) | 0 | D | ||||
| Stock Option (right to buy) | $ 36 | 07/13/2011 | D | 18,333 | (7) | 04/16/2012 | Common Stock | 18,333 | (7) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CHELL BEVERLY C 3585 ENGINEERING DRIVE SUITE 100 NORCROSS, GA 30092 |
X | |||
| /s/ KEITH L. BELKNAP, JR., as Attorney-in-Fact | 07/15/2011 | |
| **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) | Disposed of pursuant to an Agreement and Plan of Merger between PRIMEDIA Inc. (the "Company"), Pittsburgh Holdings, LLC and Pittsburgh Acquisition, Inc. (the "Merger Agreement") in exchange for a cash payment of $7.10 per share (the "Merger Consideration") on the effective date of the merger. |
| (2) | Of the shares shown as owned, 1,667 shares are owned of record by Robert M. Chell and 1,833 shares are owned of record by the Robert and Beverly Chell Foundation over which Ms. Chell has shared voting and investment power. |
| (3) | This option, which provided for vesting in three equal annual installments beginning December 31, pursuant to the Merger Agreement was cancelled and converted into the right to receive a cash payment, less any applicable tax withholding, equal to the product of (i) the excess of the Merger Consideration over the applicable exercise price per share of such stock option, and (ii) the number of shares of Common Stock such holder could have purchased had such holder exercised such stock option, in full immediately prior to the effective time of the Merger. |
| (4) | This option, which provided for vesting in four equal annual installments beginning April 16, 2003, pursuant to the Merger Agreement was canceled and converted into the right to receive an amount in cash, less any applicable tax withholding, equal to the product of (i) the excess of the Merger Consideration over the applicable exercise price per share of such stock option, and (ii) the number of shares of Common Stock such holder could have purchased had such holder exercised such stock option, in full immediately prior to the effective time of the Merger. Because the option exercise price of $24.00 per share exceeds the Merger Consideration of $7.10 per share, no consideration is being given in exchange for the cancellation of this option. |
| (5) | This option, which provided for vesting in four equal annual installments beginning April 16, 2003, pursuant to the Merger Agreement was cancelled and converted into the right to receive an amount in cash, less any applicable tax withholding, equal to the product of (i) the excess of the Merger Consideration over the applicable exercise price per share of such stock option, and (ii) the number of shares of Common Stock such holder could have purchased had such holder exercised such stock option, in full immediately prior to the effective time of the Merger. Because the option exercise price of $30.00 per share exceeds the Merger Consideration of $7.10 per share, no consideration is being given in exchange for the cancellation of this option. |
| (6) | This option, which provided for vesting in four equal annual installments beginning April 16, 2003, pursuant to the Merger Agreement was canceled and converted into the right to receive an amount in cash, less any applicable tax withholding, equal to the product of (i) the excess of the Merger Consideration over the applicable exercise price per share of such stock option, and (ii) the number of shares of Common Stock such holder could have purchased had such holder exercised such stock option, in full immediately prior to the effective time of the Merger. Because the option exercise price of $36.00 per share exceeds the Merger Consideration of $7.10 per share, no consideration is being given in exchange for the cancellation of this option. |
| (7) | This option, which provided for vesting in four equal annual installments beginning April 16, 2003, pursuant to the Merger Agreement was canceled and converted into the right to receive an amount in cash, less any applicable tax withholding, equal to the product of (i) the excess of the Merger Consideration over the applicable exercise price per share of such stock option, and (ii) the number of shares of Common Stock such holder could have purchased had such holder exercised such stock option, in full immediately prior to the effective time of the Merger. Because the option exercise price of $36.00 per share exceeds the Merger Consideration of $7.10 per share, no consideration is being given in exchange for the cancellation of this option. |