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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Ckx, Inc. (MM) | NASDAQ:CKXE | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 5.51 | 0 | 01:00:00 |
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
OMB APPROVAL
OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5 |
|
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 |
|
1. Name and Address of Reporting Person
*
Tytel Howard J |
2. Issuer Name
and
Ticker or Trading Symbol
CKX, Inc. [ CKXE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) See General Remarks |
650 MADISON AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
|
|
NEW YORK, NY 10022 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
||||||||||
1.Title of Security
(Instr. 3) |
2. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. 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, par value $0.01 per share | 2/11/2011 | G | 10000 | D | $0 | 2655494 | D | |||
Common Stock, par value $0.01 per share | 2/11/2011 | G | 20000 | D | $0 | 2635494 | D | |||
Common Stock, par value $0.01 per share | 2/11/2011 | G | 20000 | D | $0 | 2615494 | D | |||
Common Stock, par value $0.01 per share | 3/7/2011 | G | 10000 | D | $0 | 2605494 | D | |||
Common Stock, par value $0.01 per share | 3/7/2011 | G | 25000 | D | $0 | 2580494 | D | |||
Common Stock, par value $0.01 per share | 3/7/2011 | G | 20000 | D | $0 | 2560494 | D | |||
Common Stock, par value $0.01 per share | 4/21/2011 | G | 5000 | D | $0 | 2555494 | D | |||
Common Stock, par value $0.01 per share | 4/21/2011 | G | 5000 | D | $0 | 2550494 | D | |||
Common Stock, par value $0.01 per share | 6/16/2011 | U (1) | 1944188 | D | $5.50 | 606306 (2) | D |
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) |
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1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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 | $4.19 | 6/16/2011 | D | 100000 | (3) | 3/13/2019 | Common Stock, par value $0.01 per share | 100000 | (3) | 0 | D | ||||
STOCK OPTION | $5.56 | 6/16/2011 | D | 125000 | (4) | 3/19/2020 | Common Stock, par value $0.01 per share | 125000 | (4) | 0 | D |
Explanation of Responses: | |
( 1) | Shares of Common Stock tendered into the tender offer launched by CKx Entertainment Offeror, LLC (f/k/a/ Colonel Offeror Sub, LLC) on May 18, 2011 to acquire all of the outstanding shares of Common Stock, par value $0.01 per share, at a purchase price of $5.50 per share, net to the seller in cash, without interest and less any required withholding taxes. |
( 2) | Includes (a) 182,044 shares of Common Stock held of record by Mr. Tytel and Sandra Tytel, Mr. Tytel's spouse, as joint tenants with rights of survivorship; (b) 419,262 shares of Common Stock owned of record by the Sandra Tytel 1998 Trust for the benefit of Jennifer Tytel and (c) 5,000 shares of Common Stock owned of record by the Tytel Family Foundation. |
( 3) | This stock option granted under the Issuer's 2005 Omnibus Long-Term Incentive Compensation Plan, and which provided for vesting in one-fifth annual increments beginning on March 13, 2010, was cancelled at the time Colonel Merger Sub, LLC accepted for payment the Common Shares tendered into the tender offer pursuant to the Agreement and Plan of Merger among the Issuer, CKx Entertainment, Inc. (f/k/a Colonel Holdings, Inc.) and Colonel Merger Sub, Inc., in exchange for a cash payment of $1.31 per share, representing the difference between the exercise price of $4.19 and the offer price of $5.50 per share. |
( 4) | This stock option granted under the Issuer's 2005 Omnibus Long-Term Incentive Compensation Plan, and which provided for vesting in one-fifth annual increments beginning on March 19, 2011, was cancelled at the time Colonel Merger Sub, LLC accepted for payment the Common Shares tendered into the tender offer pursuant to the Agreement and Plan of Merger among the Issuer, CKx Entertainment, Inc. (f/k/a Colonel Holdings, Inc.) and Colonel Merger Sub, Inc., in exchange for a cash payment of $0 per share, as the exercise price of $5.56 was in excess of the offer price of $5.50 per share. |
Remarks:
SR EX VP AND DIR LEGAL GOVT AFF |
Reporting Owners
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Reporting Owner Name / Address |
|
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Director | 10% Owner | Officer | Other | ||
Tytel Howard J
650 MADISON AVENUE NEW YORK, NY 10022 |
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See General Remarks |
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Signatures
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/s/ Howard J. Tytel | 6/20/2011 | |
** Signature of Reporting Person |
Date
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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 control number. |
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