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
EMMIS COMMUNICATIONS CORP [ EMMS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/05/2010 | ||||||||||||||||||||||||||
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 |
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 | ||||||||
Cash-Settled Equity Swap(2) | $1.236 | 01/05/2010 | 01/06/2010 | P/K | 16,400 | 01/05/2010 | 01/20/2011 | Class A Common Stock | 16,400 | $1.24 | 1,117,490 | D | |||
6.25% Series A Preferred | (1) | 01/05/2010 | 01/08/2010 | P | 125,783 | (1) | (1) | Class A Common Stock | 306,910.52 | $15.13 | 1,081,879 | D | |||
Cash-Settled Equity Swap(2) | $1.224 | 01/06/2010 | 01/07/2010 | P/K | 15,300 | 01/06/2010 | 01/20/2011 | Class A Common Stock | 15,300 | $1.22 | 1,132,790 | D | |||
Cash-Settled Equity Swap(2) | $1.221 | 01/07/2010 | 01/10/2010 | P/K | 76,500 | 01/07/2010 | 01/20/2011 | Class A Common Stock | 76,500 | $1.22 | 1,209,290 | D | |||
Cash-Settled Equity Swap(2) | $1.22 | 01/08/2010 | 01/11/2010 | P/K | 38,000 | 01/08/2010 | 01/20/2011 | Class A Common Stock | 38,000 | $1.22 | 1,247,290 | D | |||
Cash-Settled Equity Swap(2) | $1.14 | 01/21/2010 | 01/22/2010 | P/K | 38,808 | 01/21/2010 | 02/25/2011 | Class A Common Stock | 38,808 | $1.14 | 1,286,098 | D | |||
Cash-Settled Equity Swap(2) | $1.164 | 01/22/2010 | 01/25/2010 | P/K | 103,583 | 01/22/2010 | 02/25/2011 | Class A Common Stock | 103,583 | $1.16 | 1,389,681 | D | |||
Cash-Settled Equity Swap(2) | $1.16 | 01/25/2010 | 01/26/2010 | P/K | 30,549 | 01/25/2010 | 03/02/2011 | Class A Common Stock | 30,549 | $1.16 | 1,420,230 | D | |||
Cash-Settled Equity Swap(2) | $1.194 | 01/26/2010 | 01/27/2010 | P/K | 14,000 | 01/26/2010 | 03/03/2011 | Class A Common Stock | 14,000 | $1.19 | 1,434,230 | D | |||
Cash-Settled Equity Swap(2) | $1.18 | 01/29/2010 | 02/01/2010 | P/K | 7,101 | 01/29/2010 | 03/03/2011 | Class A Common Stock | 7,101 | $1.18 | 1,441,331 | D | |||
Cash-Settled Equity Swap(2) | $1.165 | 02/01/2010 | 02/02/2010 | P/K | 5,702 | 02/01/2010 | 03/04/2011 | Class A Common Stock | 5,702 | $1.17 | 1,447,033 | D | |||
Cash-Settled Equity Swap(2) | $1.144 | 02/02/2010 | 02/03/2010 | P/K | 24,800 | 02/02/2010 | 03/07/2011 | Class A Common Stock | 24,800 | $1.14 | 1,471,833 | D | |||
Cash-Settled Equity Swap(2) | $1.161 | 02/03/2010 | 02/04/2010 | P/K | 7,100 | 02/03/2010 | 03/08/2011 | Class A Common Stock | 7,100 | $1.16 | 1,478,933 | D | |||
Cash-Settled Equity Swap(2) | $1.155 | 02/04/2010 | 02/08/2010 | P/K | 11,380 | 02/04/2010 | 03/09/2011 | Class A Common Stock | 11,380 | $1.16 | 1,490,313 | D | |||
Cash-Settled Equity Swap(2) | $1.138 | 02/05/2010 | 02/08/2010 | P/K | 10,800 | 02/05/2010 | 03/10/2011 | Class A Common Stock | 10,800 | $1.14 | 1,501,113 | D |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The convertible preferred stock is convertible at any time, at the holder's election and has no expiration date. As disclosed in the Issuer's Annual Report on Form 10-K for the fiscal year ended February 28, 2009, each share of convertible preferred stock is convertible into a number of shares of common stock which is determined by dividing the liquidation preference of the shares of preferred stock ($50.00 per share) by the conversion price. The conversion price is $20.495, which results in a conversion ratio of 2.44 shares of common stock per share of preferred stock. |
2. Swaps are not counted for purposes of determining 10% beneficial ownership. These contracts do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership in securities that may be referenced in such contracts or that may be held from time to time by any counterparties to the contracts. |
Remarks: |
All securities are owned by Alden Global Distressed Opportunities Fund, LP. Alden Global Distressed Opportunities Fund GP, LLC is the sole general partner of Alden Global Distressed Opportunities Fund, LP. Randall D. Smith is the managing member of Alden Global Distressed Opportunities Fund GP, LLC. Each of Alden Global Distressed Opportunities Fund GP, LLC and Mr. Smith disclaims beneficial ownership of such securities except to the extend of their respective pecuniary interest therein. Form 1 of 2 |
/s/ Jim Plohg, Vice President, Alden Global Distressed Opportunities Fund GP, LLC, General Partner for Alden Global Distressed Opportunities Fund, LP | 04/26/2010 | |
/s/ Jim Plohg, Vice President, Alden Global Distressed Opportunities Fund GP, LLC | 04/26/2010 | |
/s/ Randall D. Smith | 04/26/2010 | |
** 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. |