SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GOLKIN PERRY

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PRIMEDIA INC [ PRM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	09/30/2005		P		3,361.8582⁽¹⁾⁽²⁾	A	$4.09	115,064.3479⁽³⁾⁽⁴⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. As Director of PRIMEDIA Inc. ("PRIMEDIA"), the reporting person has elected to have his director's fee paid in Common Stock, par value $0.01 per share, of PRIMEDIA ("Common Stock"). The Common Stock acquired by the reporting person represents 3,361.8582 shares of Common Stock credited in lieu of payment of director's fees for the quarter ended September 30, 2005.

2. Quarterly director's fees are $13,750. The per share price used in the calculation of total shares of Common Stock credited for the quarter ended September 30, 2005 was $4.09 per share, the closing price of the Common Stock on the New York Stock Exchange on September 30, 2005.

3. In addition, 34,524,000 shares of Common Stock are held by Magazine Associates, L.P., 33,814,640 shares of Common Stock are held by MA Associates, L.P., 15,200,000 shares of Common Stock are held by FP Associates, L.P., 9,375,000 shares of Common Stock are held by Publishing Associates, L.P., 12,500,000 shares of Common Stock are held by Channel One Associates, L.P. and 1,472,625 shares of Common Stock are held by KKR Partners II, L.P. The general partner of each of Magazine Associates, L.P., MA Associates, L.P., FP Associates, L.P., Publishing Associates, L.P., Channel One Associates, L.P. and KKR Partners II, L.P. is KKR Associates, L.P. Mr. Golkin is a general partner of KKR Associates, L.P.

4. Continued from footnote 3: In addition, 49,190,039 shares of Common Stock are owned by KKR 1996 Fund L.P. The general partner of KKR 1996 Fund L.P. is KKR Associates 1996 L.P. The general partner of KKR Associates 1996 L.P. is KKR 1996 GP LLC. Mr. Golkin is a member of KKR 1996 GP LLC. Mr. Golkin disclaims beneficial ownership of the securities described in this footnote 3 and 4, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	/s/ Richard Kreider (see Power of Attorney)	10/03/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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