OPTV Opentv (MM)

Under the Securities Exchange Act of 1934
(Amendment No. 9)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(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.  o

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 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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(1)    Includes 7,902,197 Class A ordinary shares of the Issuer held by Kudelski SA, 84,202,800 Class A ordinary shares of the Issuer held of record by Kudelski Interactive Cayman, Ltd. (“Kudelski Cayman”), an indirect wholly owned subsidiary of Kudelski SA, and 30,206,154 Class A ordinary shares of the Issuer issuable upon conversion of the same number of Class B ordinary shares of the Issuer held of record by Kudelski Interactive USA, Inc. (“Kudelski US”), an indirect wholly owned subsidiary of Kudelski SA.  André Kudelski controls a majority of the voting securities of Kudelski SA.

(2)    Calculated in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934 (the “Act”), based upon 107,986,419 Class A ordinary shares of the Issuer and 30,206,154 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2009 (as reported by the Issuer to the Reporting Persons). Assumes the conversion of 30,206,154 Class B ordinary shares of the Issuer held of record by Kudelski US into the same number of Class A ordinary shares of the Issuer.  Because the Issuer’s Class B ordinary shares are entitled to ten votes per share on matters submitted to shareholders of the Issuer, the Class A ordinary shares and Class B ordinary shares beneficially owned by the Reporting Person constitute approximately 96.1% of the voting power of the outstanding ordinary shares of the Issuer.

(3)    Includes 30,206,154 Class A ordinary shares of the Issuer issuable upon conversion of the same number of Class B ordinary shares of the Issuer held of record by Kudelski US.

(4)    Calculated in accordance with Rule 13d-3 promulgated under the Act, based upon 107,986,419 Class A ordinary shares of the Issuer and 30,206,154 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2009 (as reported by the Issuer to the Reporting Persons). Assumes the conversion of 30,206,154 Class B ordinary shares of the Issuer held of record by Kudelski US into the same number of Class A ordinary shares of the Issuer. Because the Issuer’s Class B ordinary shares are entitled to ten votes per share on matters submitted to shareholders of the Issuer, the Class B ordinary shares beneficially owned by the Reporting Person constitute approximately 73.7% of the voting power of the outstanding ordinary shares of the Issuer.

(5)    Calculated in accordance with Rule 13d-3 promulgated under the Act, based upon 107,986,419 Class A ordinary shares of the Issuer and 30,206,154 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2009 (as reported by the Issuer to the Reporting Persons).

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This Amendment No. 9 (this “Amendment No. 9”) relates to and amends the statement on Schedule 13D filed by Kudelski SA, a public limited company organized under the laws of Switzerland, Kudelski Interactive USA, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Kudelski SA (“Kudelski US”), Kudelski Interactive Cayman, Ltd., an exempt company organized under the laws of the Cayman Islands and an indirect wholly owned subsidiary of Kudelski SA (“Kudelski Cayman”), and André Kudelski, a Swiss citizen (collectively, the “Reporting Persons”), as such statement on Schedule 13D has been amended through the date hereof (the “Statement”), with respect to the Class A ordinary shares of no par value (“Shares”) of OpenTV Corp., a company incorporated and registered under the laws of the British Virgin Islands (the “Issuer”).  This Amendment No. 9 also relates to the Shares issuable upon conversion of Class B ordinary shares of the Issuer.

This Amendment No. 9 is being filed to report the intention of Kudelski SA, Kudelski US and Kudelski Cayman (collectively, the “Kudelski Entities”) to give a written instruction (the “Written Instruction”) to the Issuer directing it to redeem the outstanding Shares held by shareholders other than the Kudelski Entities (the “Redemption”).

This Amendment No. 9 reports a decrease of 8,300 Shares to the number of Shares previously reported as validly tendered in the Offer (as defined in Amendment No. 5 to the Statement) and in the Subsequent Offering Period (as defined in Amendment No. 7 to the Statement) and accepted for payment as of the expiration of the Subsequent Offering Period.  Amendment No. 8 to the Statement reported, based on information provided by Computershare Trust Company, N.A., the Depositary for the Offer, that 77,677,149 Shares were validly tendered in the Offer and in the Subsequent Offering Period and accepted for payment as of the expiration of the Subsequent Offering Period.  As set forth herein, and based on additional information provided by the Depositary for the Offer, 77,668,849 Shares, rather than 77,677,149 Shares, were validly tendered in the Offer and in the Subsequent Offering Period and accepted for payment as of the expiration of the Subsequent Offering Period.

Items 3, 4, 5, and 7 of the Statement are hereby amended and supplemented to the extent hereinafter set forth.

Item 3.           Source and Amount of Funds.

Item 3 is hereby amended and supplemented, in pertinent part, by the following:

The Issuer will fund payment of the price to be paid to redeem ordinary shares in the Redemption because such payment is the legal obligation of the Issuer.  The amount of funds required to complete the Redemption cannot be determined at this time.  The Redemption will be carried out pursuant to and in accordance with Sections 176 and 179 of the BVI Business Companies Act, 2004 (as amended) (the “BVI Act”).  Under Section 176 of the BVI Act, the Issuer is responsible for determining the price to be paid to redeem ordinary shares in the Redemption.  At such time as the Issuer determines the per share price to be paid in the Redemption, the Reporting Persons shall amend the Statement to reflect the amount of funds that will be required to complete the Redemption.

Kudelski SA (collectively with its subsidiaries, the “Kudelski Group”) and Kudelski Cayman used $120,386,716 to purchase the 77,668,849 Shares validly tendered in the Offer and in the Subsequent Offering Period and accepted for payment as of the expiration of the Subsequent Offering Period.   Kudelski SA caused Kudelski Cayman to be provided with sufficient funds to satisfy those obligations from (i) borrowings under the Credit Facility (as defined in Amendment No. 5 to the Statement) and (ii) available cash held by the Kudelski Group.  The terms of the Credit Facility are set forth in the Credit Agreement (as defined in Amendment No. 5 to the Statement) and are summarized in Amendment No. 5 to the Statement.  The Credit Agreement is included as Exhibit 7.2 hereto and is incorporated herein by reference.

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Item 4.           Purpose of the Transaction.

Item 4 is hereby amended and supplemented, in pertinent part, by the following:

The purpose of the Redemption is to cause all of the ordinary shares of the Issuer to be held beneficially and of record by the Kudelski Entities and for the Issuer to cease being a publicly-traded company.  The Redemption is the final step in a “going private” transaction that was initiated by Kudelski Cayman when it commenced the Offer on October 5, 2009.

The Kudelski Entities currently anticipate delivering the Written Instruction to the Issuer at such time as the Securities and Exchange Commission has cleared the preliminary documentation filed therewith by the Issuer and the Kudelski Entities in connection with the anticipated commencement of the Redemption.  On January 8, 2010, the Kudelski Entities delivered to the Issuer a notice of their intention to deliver the Written Instruction.  Such notice is attached hereto as Exhibit 7.3 and is incorporated herein by reference.

In connection with the Redemption, the Kudelski Group expects to review the Issuer and its assets, corporate structure, capitalization, operations, properties, policies, management, personnel and strategic alternatives to determine what changes, if any, would be desirable following the Redemption in order to best organize and integrate the activities of the Issuer and the Kudelski Group.  The Kudelski Group reserves the right to make any changes that it deems necessary or appropriate in light of its review or future developments.  Those changes may relate to the matters referred to in subparagraphs (a) through (j) of Item 4 of Schedule 13D.   Further, following the Redemption, Kudelski SA currently expects to (a) repay in part indebtedness incurred by Kudelski SA to finance the Offer from the Issuer’s cash balances through intercompany loans, and (b) cause the Issuer to substantially increase its investment in next-generation solutions.  The Kudelski Group is also considering causing the Issuer to take action following the Redemption to terminate all outstanding options and other rights to acquire Shares, which action could involve the merger of the Issuer with or into another entity that is a wholly-owned subsidiary of Kudelski SA.  The Redemption and the foregoing actions may consume a substantial portion of the Issuer’s currently available cash resources.

The Shares are currently registered under the Securities Exchange Act of 1934 (the “Act”), and listed on The NASDAQ Global Market.  Following completion of the Redemption, the Shares will cease to be listed on The NASDAQ Global Market, and the Kudelski Entities expect to cause the Issuer to deregister the Shares under the Act and to suspend the Issuer’s reporting obligations with the Securities and Exchange Commission.

Item 5.           Interest in Securities of the Issuer.

Item 5(a) and Item 5(b), insofar as they relate to the beneficial ownership of Shares and Class B ordinary shares of the Issuer by the below listed entities and individuals, are hereby amended and restated as follows:

Kudelski SA may be deemed to be the beneficial owner of 92,104,997 Shares and 30,206,154 Class B ordinary shares of the Issuer. The Class B ordinary shares are convertible at any time into an equal number of Shares. Based upon 107,986,419 Shares and 30,206,154 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2009 (as reported by the Issuer to the Reporting Persons), and assuming the conversion of 30,206,154 Class B ordinary shares held by Kudelski US into the same number of Shares, Kudelski SA beneficially owns approximately 88.5% of the Shares, calculated in accordance with Rule 13d-3(d)(1) under Section 13 of the Act. André Kudelski may also be deemed to be the beneficial owner of the Shares and the Class B ordinary shares of the Issuer beneficially owned by Kudelski SA through his control of a majority of the voting securities of Kudelski SA.  Each of Kudelski SA and Mr. Kudelski may be deemed to have shared power to (a) vote or to direct the vote of and (b) dispose of or direct the disposition of the Shares beneficially owned by Kudelski SA.  In addition, Mr. Kudelski directly owns 100,000

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Shares pursuant to a grant under the Issuer’s 2005 Incentive Plan.  Mr. Kudelski has the sole power to (a) vote or to direct the vote of and (b) dispose of or direct the disposition of such Shares.

Kudelski US is the beneficial owner of 30,206,154 Class B ordinary shares of the Issuer. The Class B ordinary shares are convertible at any time into an equal number of Shares.  Based upon 107,986,419 Shares and 30,206,154 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2009 (as reported by the Issuer to the Reporting Persons), and assuming the conversion of 30,206,154 Class B ordinary shares held by Kudelski US into the same number of Shares, Kudelski US beneficially owns approximately 21.9% of the Shares, calculated in accordance with Rule 13d-3(d)(1) under Section 13 of the Act.  Kudelski SA may also be deemed to be the beneficial owner of the ordinary shares of the Issuer beneficially owned by Kudelski US since Kudelski US is an indirect wholly owned subsidiary of Kudelski SA.  Each of Kudelski SA and Kudelski US may be deemed to have shared power to (a) vote or to direct the vote of and (b) dispose of or direct the disposition of the Shares beneficially owned by Kudelski US.

Kudelski Cayman is the beneficial owner of 84,202,800 Shares.  Based upon 107,986,419 Shares and 30,206,154 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2009 (as reported by the Issuer to the Reporting Persons), Kudelski Cayman beneficially owns approximately 78.0% of the Shares, calculated in accordance with Rule 13d-3(d)(1) under Section 13 of the Act.  Kudelski SA may also be deemed to be the beneficial owner of the Shares beneficially owned by Kudelski Cayman since Kudelski Cayman is an indirect wholly owned subsidiary of Kudelski SA.  Each of Kudelski SA and Kudelski Cayman may be deemed to have shared power to (a) vote or to direct the vote of and (b) dispose of or direct the disposition of the Shares beneficially owned by Kudelski Cayman.

Pierre Roy has the right to buy 10,000 Shares with an exercise price of $1.18 per Share and 10,000 Shares with an exercise price of $2.35 per Share pursuant to director stock option grants under the Issuer’s 2005 Incentive Plan.  Mr. Roy is the beneficial owner of 20,000 Shares.  Mr. Roy has the sole power to (a) vote or to direct the vote of and (b) dispose of or direct the disposition of such Shares.

Mauro Saladini has the right to buy 10,000 Shares with an exercise price of $1.18 per Share pursuant to a director stock option grant under the Issuer’s 2005 Incentive Plan.  Mr. Saladini is the beneficial owner of 10,000 Shares.  Mr. Saladini has the sole power to (a) vote or to direct the vote of and (b) dispose of or direct the disposition of such Shares.

Lucien Gani has the right to buy 10,000 Shares with an exercise price of $1.18 per Share and 10,000 Shares with an exercise price of $2.35 per Share pursuant to director stock option grants under the Issuer’s 2005 Incentive Plan.   Mr. Gani is the beneficial owner of 20,000 Shares.  Mr. Gani has the sole power to (a) vote or to direct the vote of and (b) dispose of or direct the disposition of such Shares.

Claude Smadja has the right to buy 10,000 Shares with an exercise price of $1.18 per Share and 10,000 Shares with an exercise price of $2.35 per Share pursuant to director stock option grants under the Issuer’s 2005 Incentive Plan.   Mr. Smadja is the beneficial owner of 20,000 Shares.  Mr.  Smadja has the sole power to (a) vote or to direct the vote of and (b) dispose of or direct the disposition of such Shares.

Based upon 107,986,419 Shares and 30,206,154 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2009 (as reported by the Issuer to the Reporting Persons), each of Messrs. Roy, Saladini, Gani and Smadja beneficially owns less than 1% of the outstanding Shares, calculated in accordance with Rule 13d-3(d)(1) under Section 13 of the Act.

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Item 7.     Material to be Filed as Exhibits

Item 7 is hereby amended to include the following:

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 8, 2010

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