- Amended Statement of Changes in Beneficial Ownership (4/A)
December 08 2009 - 3:03PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Kudelski Andre
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2. Issuer Name
and
Ticker or Trading Symbol
OPENTV CORP
[
OPTV
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
22-24, ROUTE DE GENEVE, CASE POSTALE 134
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/25/2009
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(Street)
CHESEAUX, SWITZERLAND, V8 1033
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
11/30/2009
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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OpenTV Class A ordinary shares
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11/25/2009
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P
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1234062
(1)
(2)
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A
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$1.55
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84202800
(1)
(2)
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I
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See Footnotes
(3)
(4)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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This amendment is being filed to reflect a decrease of 8,300 shares (a) in the number of shares reported as acquired in Item 4 of Table I and (b) in the number of shares reported as beneficially owned following such acquisition in Item 5 of Table I, in each case, of the original Form 4 to which this amendment relates. The 8,300 share decreases resulted from a decrease of the same number of shares reported by Computershare Trust Company, N.A. as validly tendered and accepted for payment as of the expiration of Kudelski Interactive Cayman, Ltd.'s tender offer to acquire all outstanding Class A ordinary shares of OpenTV Corp. not owned by Kudelski SA or its wholly-owned subsidiaries, including during the subsequent offering period following expiration of the initial offer period.
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(
2)
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Computershare Trust Company, N.A. acted as the depositary for such tender offer. The preliminary information received from the depositary for the tender offer, which was included in the original Form 4 to which this amendment relates, reported that 77,677,149 shares were validly tendered and accepted for payment as of the expiration of the tender offer.
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(
3)
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6,533,951 of the shares indicated are owned directly by Kudelski Interactive Cayman, Ltd., which is an indirect wholly-owned subsidiary of Kudelski SA. 77,668,849 of the shares indicated were accepted for payment by Kudelski Interactive Cayman, Ltd. as part of the tender offer described in the foregoing footnote (1) through November 25, 2009, which was the expiration date of the tender offer. Kudelski Financial Services Holding SCA, a wholly-owned subsidiary of Kudelski SA, is the majority holder of Kudelski Interactive Cayman, Ltd. Kudelski Financial Services Holding SCA and Kudelski SA are indirect beneficial owners of the OpenTV Corp. Class A ordinary shares described in the first two sentences of this footnote.
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(
4)
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Andre Kudelski controls the majority voting interest of Kudelski SA. Mr. Kudelski is an indirect beneficial owner of the OpenTV Corp. Class A ordinary shares directly and indirectly beneficially owned by Kudelski SA and disclaims beneficial ownership except to the extent of his pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Kudelski Andre
22-24, ROUTE DE GENEVE, CASE POSTALE 134
CHESEAUX, SWITZERLAND, V8 1033
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X
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X
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Signatures
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/s/ Santino Rumasuglia, as attorney-in-fact for Andre Kudelski
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12/8/2009
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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