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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Intermix Media, Inc. [ MIX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/09/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 02/15/2005 | S | 8,600 | D | $7.19 | 33,400 | I | By WRW Investments, L.P.(1) | ||
Common Stock | 02/17/2005 | S | 4,000 | D | $7.24 | 29,400 | I | By WRW Investments, L.P.(1) | ||
Common Stock | 02/18/2005 | S | 24,400 | D | $7.25 | 5,000 | I | By WRW Investments, L.P.(1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Stock Option (right to buy) | $6.46 | 02/09/2005 | A | 50,000 | (2) | 02/09/2015 | Common Stock | 50,000 | $0 | 50,000 | D | ||||
Stock Option (right to buy) | $6.46 | 02/09/2005 | A | 11,250 | (3) | 02/09/2015 | Common Stock | 11,250 | $0 | 61,250 | D |
Explanation of Responses: |
1. Shares held by WRW Investments, L.P., a limited partnership in which the Reporting Person holds shared voting and investment power. |
2. The Option becomes exercisable, or vests, monthly over four years in equal installments, with the first installment vesting on February 28, 2005, and each subsequent installment vesting on the last day of each calendar month thereafter, or until the Option ceases to vest or otherwise terminates in accordance with the Stock Option Agreement or Plan; provided that, in the event of a change of control of the Issuer which results in the replacement or removal of the Reporting Person as a director, or the sale of substantially all of the Issuer's assets, the Option shall immediately vest in full. |
3. The Option becomes exercisable, or vests, with respect to 1,250 shares on February 28, 2005, and with respect to the remaining 10,000 shares monthly in equal installments on the last day of each calendar month from March 2005 through August 2005, or until the Option ceases to vest or otherwise terminates in accordance with the Stock Option Agreement or Plan; provided that (i) in the event the Issuer's annual meeting of stockholders occurs prior to August 31, 2005, then any unvested portion of the Option shall vest on the date of such meeting, and (ii) in the event of a change of control of the Issuer which results in the replacement or removal of the Reporting Person as a director, or the sale of substantially all of the Issuer's assets, the Option shall immediately vest in full. |
William Woodward | 02/22/2005 | |
** 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. |