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 |
|
|||||||||||||||
|
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Intermix Media, Inc. [ MIX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
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)
|
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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 09/30/2005 | D(1) | 3,050,000 | D | $12 | 0 | 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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series B Convertible Preferred Stock | $14.6 | 09/30/2005 | D(2) | 454,545 | 10/31/2003 | (3) | Common Stock | 454,545 | $0 | 0 | D | ||||
Series B Convertible Preferred Stock | $14.6 | 09/30/2005 | D(4) | 1,295,455 | 04/15/2004 | (5) | Common Stock | 1,295,455 | $0 | 0 | D | ||||
Series C -1 Convertible Preferred Stock | $14 | 09/30/2005 | D(6) | 25,000 | 12/31/2004 | (7) | Common Stock | 25,000 | $0 | 0 | D | ||||
Series C-1 Convertible Preferred Stock | $14 | 09/30/2005 | D(8) | 25,000 | 03/31/2005 | (9) | Common Stock | 25,000 | $0 | 0 | D | ||||
Series C-1 Convertible Preferred Stock | $14 | 09/30/2005 | D(10) | 25,000 | 06/30/2005 | (11) | Common Stock | 25,000 | $0 | 0 | D | ||||
Series C-1 Convertible Preferred Stock | $14 | 09/30/2005 | D(12) | 1,250,000 | 09/30/2004 | (13) | Common Stock | 1,250,000 | $0 | 0 | D | ||||
Series C-1 Convertible Preferred Stock | $0(14) | 09/30/2005 | J(15) | 25,000 | 09/30/2005 | (16) | Common Stock | 25,000 | $0 | 25,000 | D | ||||
Series C Convertible Preferred Stock | $14 | 09/30/2005 | D(17) | 25,000 | 09/30/2005 | (18) | Common Stock | 25,000 | $0 | 0 | D |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
Explanation of Responses: |
1. Pursuant to the Merger Agreement, the each share of Intermix Common Stock was converted into the right to receive a cash payment of $12.00 per share |
2. These securities were converted into the right to receive a cash payment of $14.60 per share. |
3. The Series B Convertible Preferred stock has no expiration date. |
4. These securities were converted into the right to receive a cash payment of $14.60 per share. |
5. The Series B Convertible Preferred stock has no expiration date. |
6. These securities were converted into the right to receive a cash payment of $14.00 per share |
7. The Series C-1 Convertible Preferred stock has no expiration date. |
8. These securities were converted into the right to receive a cash payment of $14.00 per share |
9. The Series C-1 Convertible Preferred stock has no expiration date. |
10. These securities were converted into the right to receive a cash payment of 14.00 per share. |
11. The Series C-1 Convertible Preferred stock has no expiration date. |
12. These securities were converted into the right to receive a cash payment of $14.00 per share. |
13. The Series C-1 Convertible Preferred stock has no expiration date. |
14. The shares of Series C Convertible Preferred Stock are currently convertible into shares of Common Stock on a one for one basis, as may be adjusted by the Certificate of Designation for such securities. |
15. Received pursuant to a stock dividend paid on the Issuer's Series C-1 Convertible Preferred Stock. |
16. The Series C-1 Convertible Preferred stock has no expiration date. |
17. These securities were converted into the right to receive a cash payment of $14.00 per share. |
18. The Series C-1 Convertible Preferred stock has no expiration date. |
Remarks: |
Pursuant to a Merger Agreement, InterMix Media, Inc. was merged with and into a wholly owned subsidiary of News Corporation. The reported securities are beneficially owned by VP Alpha Holdings IV, L.L.C. and indirectly by Vantage Point Venture Associates IV L.L.C. ("VP Associates") as its managing member and by James D. Marver and Alan E Salzman who are managing members of VP Associates. VP Associates, James D. Marver and Alan Salzman disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. |
James D. Marver, Managing Member of VantagePoint Venture Associates, L.L.C. which is the Managing Member of VP Alpha Holdings IV, L.L.C. | 10/04/2005 | |
** 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). | ||
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. |