Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 5)¹

Central European Media Enterprises Ltd.

(Name of Issuer)

Class A Common Stock, par value $0.08 per share

(Title of Class of Securities)

G20045202

(CUSIP Number)

EAMON SMITH

TCS CAPITAL MANAGEMENT, LLC

888 Seventh Avenue

Suite 1504

New York, New York 10106

(212) 621-8760

 

STEVE WOLOSKY, ESQ.

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

October 6, 2017

(Date of Event Which Requires Filing of This Statement)

 

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 ☒.

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.

 

 

1              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 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).

1

NAME OF REPORTING PERSON

TCS GLOBAL EQUITY MASTER FUND, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

CAYMAN ISLANDS

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

10,250,884

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

- 0 -

PERSON WITH

9

SOLE DISPOSITIVE POWER

10,250,884

10

SHARED DISPOSITIVE POWER

- 0 -

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,250,884*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.0%

14

TYPE OF REPORTING PERSON

PN

 

*Includes 1,113,861 shares of Common Stock underlying certain warrants exercisable within 60 days hereof.

 

1

NAME OF REPORTING PERSON

TCS CAPITAL GP, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

10,250,884

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

10,250,884

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,250,884*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.0%

14

TYPE OF REPORTING PERSON

OO

 

*Includes 1,113,861 shares of Common Stock underlying certain warrants exercisable within 60 days hereof.

 

 

1

NAME OF REPORTING PERSON

TCS CAPITAL MANAGEMENT, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

10,250,884

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

10,250,884

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,250,884*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.0%

14

TYPE OF REPORTING PERSON

IA

 

*Includes 1,113,861 shares of Common Stock underlying certain warrants exercisable within 60 days hereof.

 

 

1

NAME OF REPORTING PERSON

ERIC SEMLER

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

-0-

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

10,250,884

PERSON WITH

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

10,250,884

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,250,884*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.0%

14

TYPE OF REPORTING PERSON

IN

 

*Includes 1,113,861 shares of Common Stock underlying certain warrants exercisable within 60 days hereof.

 

 

The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.

Item 2.

Identity and Background.

On July 31, 2017, a certain managed account that held 65,583 Shares underlying the Warrants closed. Accordingly, as of July 31, 2017, TCS Management ceased to serve as the investment manager for such managed account and as such, relinquished all voting and dispositive power over the 65,583 Shares underlying the Warrants held in the managed account. In connection with the closing of the managed account, Item 2(a) is hereby amended and restated as follows:

(a)

This statement is filed by:

(i) TCS Global Equity Master Fund, L.P., a Cayman Islands exempted limited partnership (“TCS Global”);

(ii) TCS Capital GP, LLC, a Delaware limited liability company (“TCS GP”), which serves as the general partner of TCS Global;

(iii) TCS Capital Management, LLC, a Delaware limited liability company (“TCS Management”), which serves as the investment manager of TCS Global; and

(iv) Eric Semler, who serves as the managing member of each of TCS GP and TCS Management.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares owned by TCS Global were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 9,137,023 Shares directly owned by TCS Global is approximately $19,235,539, including brokerage commissions.

The Warrants owned by TCS Global were purchased pursuant to the Issuer’s Rights Offering on May 2, 2014 as Units consisting of (i) notes in the original principal amount of $100, which TCS Global no longer owns, and (ii) twenty-one (21) Warrants, which have an exercise price of $1.00 per Share (collectively, the “Units”). The aggregate purchase price of the Units purchased by TCS Global is approximately $5,304,100.

Item 5.

Interest in Securities of the Issuer.

Items 5(a) - 5(c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon (i) 144,845,675 Shares outstanding, as of July 21, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 25, 2017 plus (ii) the number of Shares underlying the Warrants held by each such Reporting Person.

A.

TCS Global

(a)

As of the close of business on October 10, 2017, TCS Global beneficially owned 10,250,884 Shares, including 1,113,861 Shares underlying the Warrants.

Percentage: Approximately 7.0%

(b)

1. Sole power to vote or direct vote: 10,250,884 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 10,250,884 4. Shared power to dispose or direct the disposition: 0

(c)

The transaction in the Shares by TCS Global during the past 60 days is set forth on Schedule A and is incorporated herein by reference.

B.

TCS GP

(a)

TCS GP, as the general partner of TCS Global, may be deemed the beneficial owner of the 10,250,884 Shares owned by TCS Global, including 1,113,861 Shares underlying the Warrants.

Percentage: Approximately 7.0%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 10,250,884 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 10,250,884

(c)

TCS GP has not entered into any transactions in the Shares during the past 60 days. The transaction in the Shares on behalf of TCS Global during the past 60 days is set forth on Schedule A and is incorporated herein by reference.

C.

TCS Management

(a)

TCS Management, as the investment manager of TCS Global, may be deemed the beneficial owner of the 10,250,884 Shares owned by TCS Global, including 1,113,861 Shares underlying the Warrants.

Percentage: Approximately 7.0%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 10,250,884 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 10,250,884

  

(c)

TCS Management has not entered into any transactions in the Shares during the past 60 days. The transaction in the Shares on behalf of TCS Global during the past 60 days is set forth on Schedule A and are incorporated herein by reference.

D.

Mr. Semler

(a)

Mr. Semler, as the managing member of each of TCS GP and TCS Management, may be deemed the beneficial owner of the 10,250,884 Shares owned by TCS Global, including 1,113,861 Shares underlying the Warrants.

Percentage: Approximately 7.0%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 10,250,884 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 10,250,884

(c)

Mr. Semler has not entered into any transactions in the Shares during the past 60 days. The transaction in the Shares on behalf of TCS Global during the past 60 days is set forth on Schedule A and are incorporated herein by reference.

The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 10, 2017 

TCS GLOBAL EQUITY MASTER FUND, L.P.

 

By:

TCS Capital GP, LLC General Partner

 

	By:	/s/ Eric Semler
		Name:	Eric Semler
		Title:	Managing Member

 

 

	TCS CAPITAL GP, LLC
	By:	/s/ Eric Semler
		Name:	Eric Semler
		Title:	Managing Member

 

 

	TCS CAPITAL MANAGEMENT, LLC
	By:	/s/ Eric Semler
		Name:	Eric Semler
		Title:	Managing Member

 

	/s/ Eric Semler
	Eric Semler

 

SCHEDULE A

Transaction in the Shares During the Past Sixty Days

Shares of Common Stock Purchased/(Sold)

Price Per Share($)

Date of Purchase / Sale

 

TCS Global Equity Master Fund, L.P.

(4,000,000)

4.1000

10/06/2017