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^*

JONAS HOWARD S

(Last)

(First)

(Middle)

C/O CTM MEDIA HOLDINGS, INC.

11 LARGO DRIVE SOUTH

(Street)

STAMFORD

06907

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CTM MEDIA HOLDINGS, INC. [ CTMMA,B ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
10/14/2009

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)
Class A Common Stock								111,111	I	By Howard S. & Deborah Jonas Foundation
Class A Common Stock								91,682	I	By The Jonas Foundation
Class A Common Stock								294,444⁽⁵⁾	D
Class B Common Stock								2,174	I	By J.F.L.P.
Class B Common Stock								495⁽¹⁾	I	By 401(k) Plan
Class B Common Stock								25,456	I	By 1998 Trust FBO daughter, Miriam Jonas⁽⁶⁾
Class B Common Stock								77,777	I	By Howard S. Jonas 2007 Annuity Trust
Class B Common Stock								100,000	I	By Howard S & Deborah Jonas Foundation
Class B Common Stock								2,590	I	Custodial for Children
Class B Common Stock								518	I	By Daughter (Leora)
Class B Common Stock								322,904	I	By 1996 Trust FBO Children⁽⁴⁾
Class B Common Stock	10/14/2009		A		1,785,714⁽²⁾	A	$0	2,211,342⁽³⁾	D
Class C Common Stock								966,379	D
Class C Common Stock								2,174	I	By J.F.L.P.
Class C Common Stock								122,222	I	By Howard S. Jonas 2007 Annuity Trust

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 of October 15, 2009.

2. Grant of restricted shares that vests as follows: 595,238 shares to vest on each of October 14, 2011, October 14, 2012 and October 14, 2013.

3. Includes 2,177,856 shares of unvested restricted stock and 33,486 shares held directly.

4. These shares are held in trust for the benefit of the Reporting Person's children. The Reporting Person's spouse is trustee of the trust.

5. Consists of shares of restricted stock, none of which are vested.

6. The Reporting Person's spouse is trustee of the trust.

	Joyce J. Mason by Power of Attorney	10/16/2009
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.