SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Central European Media Enterprises, Ltd.
(Name of Issuer)
Class A Common Stock, par value $0.08 per share
(Title of Class of Securities)
G20045202
(CUSIP Number)
September 4, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
CUSIP No. G20045202 | 13G | Page 2 of 9 |
1 | NAME OF REPORTING PERSONS
TCS Global Equity Master Fund, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
9,687,808 | ||||
6 | SHARED VOTING POWER
0 | |||||
7 | SOLE DISPOSITIVE POWER
9,687,808 | |||||
8 | SHARED DISPOSITIVE POWER
0 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,687,808 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.1% | |||||
12 | TYPE OF REPORTING PERSON*
PN |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
CUSIP No. G20045202 | 13G | Page 3 of 9 |
1 | NAME OF REPORTING PERSONS
TCS Capital GP, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
9,687,808 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
9,687,808 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,687,808 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.1% | |||||
12 | TYPE OF REPORTING PERSON*
OO |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
CUSIP No. G20045202 | 13G | Page 4 of 9 |
1 | NAME OF REPORTING PERSONS
TCS Capital Management, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
10,607,880 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
10,607,880 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,607,880 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.8% | |||||
12 | TYPE OF REPORTING PERSON*
IA |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
CUSIP No. G20045202 | 13G | Page 5 of 9 |
1 | NAME OF REPORTING PERSONS
Eric Semler | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
10,607,880 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
10,607,880 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,607,880 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.8% | |||||
12 | TYPE OF REPORTING PERSON*
IN |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
SCHEDULE 13G
This Schedule 13G (this Schedule 13G) is being filed on behalf of TCS Global Equity Master Fund, L.P., a Cayman Islands exempted limited partnership (TCS Global), TCS Capital GP, LLC, a Delaware limited liability company (TCS GP), TCS Capital Management, LLC, a Delaware limited liability company (TCS Management), and Eric Semler (together with TCS Global, TCS GP and TCS Management, the Reporting Persons). This Schedule 13G relates to Class A Common Stock, par value $0.08 per share (the Common Stock) of Central European Media Enterprises Ltd., a Bermuda corporation (the Issuer), purchased for the account of TCS Global and a certain managed account (the Managed Account). TCS GP acts as general partner to TCS Global and TCS Management acts as investment manager to TCS Global and the Managed Account. Mr. Semler, as the managing member of each of TCS GP and TCS Management, controls the investment decisions of both entities.
Item 1(a) | Name of Issuer. |
Central European Media Enterprises Ltd.
Item 1(b) | Address of Issuers Principal Executive Offices. |
OHara House
3 Bermudiana Road
Hamilton, Bermuda
Item 2(a) | Name of Person Filing. |
(1) | TCS Global Equity Master Fund, L.P. |
(2) | TCS Capital GP, LLC |
(3) | TCS Capital Management, LLC |
(4) | Eric Semler |
Item 2(b) | Address of Principal Business Office, or, if none, Residence. |
For all Filers:
888 Seventh Avenue, Suite 1504
New York, NY 10106
Item 2(c) | Citizenship or Place of Organization. |
(1) | TCS Global Equity Master Fund, L.P. is a Cayman Islands exempted limited partnership. |
(2) | TCS Capital GP, LLC is a Delaware limited liability company. |
(3) | TCS Capital Management, LLC is a Delaware limited liability company. |
(4) | Eric Semler is a U.S. citizen. |
Item 2(d) | Title of Class of Securities. |
Class A Common Stock, par value $0.08 per share.
Item 2(e) | CUSIP Number. |
G20045202
Item 3 | Reporting Person. |
Inapplicable
Item 4 | Ownership. |
(a) | TCS Global and TCS GP may be deemed the beneficial owners of 9,687,808 shares of Common Stock. TCS Management and Eric Semler may be deemed the beneficial owners of 10,607,880 shares of Common Stock. |
(b) | TCS Global and TCS GP may be deemed the beneficial owners of 7.1% of the outstanding shares of Common Stock. TCS Management and Eric Semler may be deemed the beneficial owners of 7.8% of the outstanding shares of Common Stock. These percentages were determined by dividing the shares of Common Stock held by each of the Reporting Persons by 135,802,274, which is the number of shares of Common Stock outstanding as of July 24, 2015, according to the Issuers Form 10-Q filed on July 29, 2015 with the Securities and Exchange Commission. |
(c) | TCS Global has the sole power to vote and dispose of 9,687,808 shares of Common Stock beneficially owned. TCS GP has the shared power to vote and dispose of the 9,687,808 shares of Common Stock beneficially owned. TCS Management and Eric Semler have the shared power to vote and dispose of 10,607,880 shares of Common Stock beneficially owned. |
Item 5 | Ownership of Five Percent or Less of a Class. |
Inapplicable
Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. |
Inapplicable
Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Company. |
Inapplicable
Item 8 | Identification and Classification of Members of the Group. |
Inapplicable
Item 9 | Notice of Dissolution of Group. |
Inapplicable
Item 10 | Certification. |
By signing below, each Reporting Person certifies that, to the best of such Reporting Persons knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Exhibits
Exhibit 99-1
Joint Filing Agreement, dated September 4, 2015, among the Reporting Persons.
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.
Date: September 4, 2015 | ||||||
TCS GLOBAL EQUITY MASTER FUND, L.P. | ||||||
By: | TCS Capital GP, LLC, general partner | |||||
By: | /s/ Eric Semler | |||||
Name: Eric Semler | ||||||
Title: Managing Member | ||||||
TCS CAPITAL GP, LLC | ||||||
By: | /s/ Eric Semler | |||||
Name: Eric Semler | ||||||
Title: Managing Member | ||||||
TCS CAPITAL MANAGEMENT, LLC | ||||||
By: | /s/ Eric Semler | |||||
Name: Eric Semler | ||||||
Title: Managing Member | ||||||
ERIC SEMLER | ||||||
By: | /s/ Eric Semler |
EXHIBIT 99-1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the securities of Central European Media Enterprises Ltd., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of September 4, 2015.
TCS GLOBAL EQUITY MASTER FUND, L.P. | ||
By: | TCS Capital GP, LLC, general partner | |
By: | /s/ Eric Semler | |
Name: Eric Semler | ||
Title: Managing Member | ||
TCS CAPITAL GP, LLC | ||
By: | /s/ Eric Semler | |
Name: Eric Semler | ||
Title: Managing Member | ||
TCS CAPITAL MANAGEMENT, LLC | ||
By: | /s/ Eric Semler | |
Name: Eric Semler | ||
Title: Managing Member | ||
ERIC SEMLER | ||
By: | /s/ Eric Semler |