Edgar Filing: PRIMEDIA INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â ROBERTS GEORGE R

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2009

3. Issuer Name and Ticker or Trading Symbol
PRIMEDIA INC [PRM]

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,Â 2800 SAND HILL ROAD, SUITE 200

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

MENLO PARK,Â CAÂ 94025

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.01 per share	5,635,773	I	Held through MA Associates, L.P. ⁽¹⁾ ⁽²⁾ ⁽⁴⁾
Common Stock, par value $.01 per share	2,533,333	I	Held through FP Associates, L.P. ⁽¹⁾ ⁽²⁾ ⁽⁴⁾
Common Stock, par value $.01 per share	5,754,000	I	Held through Magazine Associates, L.P. ⁽¹⁾ ⁽²⁾ ⁽⁴⁾
Common Stock, par value $.01 per share	1,562,500	I	Held through Publishing Associates, L.P. ⁽¹⁾ ⁽²⁾ ⁽⁴⁾
Common Stock, par value $.01 per share	2,083,333	I	Held through Channel One Associates, L.P. ⁽¹⁾ ⁽²⁾ ⁽⁴⁾
Common Stock, par value $.01 per share	245,437	I	Held through KKR Partners II, L.P. ⁽¹⁾ ⁽²⁾ ⁽⁴⁾
Common Stock, par value $.01 per share	8,198,339	I	Held through KKR 1996 Fund, L.P. ⁽¹⁾ ⁽³⁾ ⁽⁴⁾
Common Stock, par value $.01 per share	15,013	I	See Footnotes ⁽¹⁾ ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock Warrant (right to buy)	Â ⁽⁶⁾	Â ⁽⁷⁾	Common Stock, par value $.01 per share	645,000	$ 42	I	See Footnotes ⁽¹⁾ ⁽³⁾ ⁽⁴⁾
Common Stock Warrant (right to buy)	Â ⁽⁶⁾	Â ⁽⁷⁾	Common Stock, par value $.01 per share	41,667	$ 42	I	See Footnotes ⁽¹⁾ ⁽³⁾ ⁽⁴⁾
Common Stock Warrant (right to buy)	Â ⁽⁶⁾	Â ⁽⁷⁾	Common Stock, par value $.01 per share	166,667	$ 42	I	See Footnotes ⁽¹⁾ ⁽³⁾ ⁽⁴⁾
Common Stock Warrant (right to buy)	Â ⁽⁶⁾	Â ⁽⁸⁾	Common Stock, par value $.01 per share	208,333	$ 42	I	See Footnotes ⁽¹⁾ ⁽³⁾ ⁽⁴⁾
Common Stock Warrant (right to buy)	Â ⁽⁶⁾	Â ⁽⁸⁾	Common Stock, par value $.01 per share	250,000	$ 42	I	See Footnotes ⁽¹⁾ ⁽³⁾ ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ROBERTS GEORGE R C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 2800 SAND HILL ROAD, SUITE 200 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â

Signatures

/s/ William J. Janetschek, Attorney-in-Fact for George R. Roberts		10/13/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	George R. Roberts is filing this Form 3 concurrently with filings being made as a result of a structural reorganization of KKR & Co. L.P. and its affiliates ("KKR") in connection with the combination of the businesses of KKR and KKR Private Equity Investors, L.P.
(2)	MA Associates, L.P. ("MA Associates") directly owns 5,635,773 shares of Common Stock, par value $.01 per share of PRIMEDIA INC (the "Common Stock"); FP Associates, L.P. ("FP Associates") directly owns 2,533,333 shares of Common Stock; Magazine Associates, L.P. ("Magazine Associates") directly owns 5,754,000 shares of Common Stock; Publishing Associates, L.P. ("Publishing Associates") directly owns 1,562,500 shares of Common Stock; Channel One Associates, L.P. ("Channel One Associates") directly owns 2,083,333 shares of Common Stock; and KKR Partners II, L.P. ("Partners") directly owns 245,437 shares of Common Stock. KKR Associates, L.P. ("KKR Associates") is the sole general partner of MA Associates, FP Associates, Magazine Associates, Publishing Associates, Channel One Associates and Partners, and may be deemed to beneficially own the securities held by such entities.
(3)	KKR 1996 Fund L.P. ("KKR 1996 Fund") directly owns 8,198,339 shares of Common Stock. In addition, KKR 1996 Fund holds warrants exercisable for 1,311,667 shares of Common Stock. KKR Associates 1996 L.P. (as the sole general partner of KKR 1996 Fund) and KKR 1996 GP LLC (as the sole general partner of KKR Associates 1996 L.P.) may be deemed to beneficially own the securities beneficially owned by KKR 1996 Fund.
(4)	Mr. Roberts and Henry R. Kravis are managers of KKR 1996 GP LLC and are also the members of the Executive Committee of KKR Associates and may be deemed to have or share beneficial ownership of the reported securities that may be deemed to be beneficially owned by such entities. Mr. Roberts and each other person named in notes (2) through (4) disclaims beneficial ownership of any securities reported herein, except to the extent of such person's pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, Mr. Roberts is the beneficial owner of any equity securities covered by this statement.
(5)	In addition to the shares of Common Stock described above, Mr. Roberts may be deemed to beneficially own 15,013 shares of Common Stock in his individual capacity through a revocable trust.
(6)	Immediately exercisable.
(7)	645,000 of the warrants will expire on the date that is the earlier of August 24, 2011 and the closing date of any transaction that results in a change of control, as defined in the warrant instruments. 41,667 of the warrants will expire on the date that is the earlier of November 24, 2011 and the closing date of any transaction that results in a change of control, as defined in the warrant instruments. 166,667 of the warrants will expire on the date that is the earlier of February 24, 2012 and the closing date of any transaction that results in a change of control, as defined in the warrant instruments.
(8)	208,333 of the warrants will expire on the date that is the earlier of May 24, 2012 and the closing date of any transaction that results in a change of control, as defined in the warrant instruments. 250,000 of the warrants will expire on the date that is the earlier of August 24, 2012 and the closing date of any transaction that results in a change of control, as defined in the warrant instruments.
Â Remarks: ExhibitÂ 24Â PowerÂ ofÂ Attorney.

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