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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GOLKIN PERRY |
X |
/s/ Richard Kreider (see Power of Attorney) | 01/03/2006 | |
**Signature of Reporting Person | Date |
* | 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). |
(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 8,540.3727 shares of Common Stock credited in lieu of payment of director's fees for the quarter ended December 31, 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 December 31, 2005 was $1.61 per share, the closing price of the Common Stock on the New York Stock Exchange on December 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. |