| 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, 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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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
INSIGHT COMMUNICATIONS CO INC [ ICCI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
12/16/2005 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
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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 | ||||||
| Class A common stock | 12/16/2005 | C | 1,100,068 | A | ( 1 ) | 1,100,068 | D | |||
| Class A common stock | 12/16/2005 | C | 6,448 | A | ( 1 ) | 6,448 | I | By trusts | ||
| Preferred stock | 12/16/2005 | A | 110,652 | A | ( 2 ) | 110,652 | D | |||
| Class A common stock | 12/16/2005 | D | 731,552 | D | ( 3 ) | 368,516 | D | |||
| Class A common stock | 12/16/2005 | D | 368,516 | D | $11.75 ( 4 ) | 0 | D | |||
| Class A common stock | 12/16/2005 | D | 6,448 | D | ( 3 ) | 0 | I | By trusts | ||
| Class A common stock | 12/16/2005 | D | 1,757 | D | $11.75 ( 4 ) | 0 | I | By 401(k) plan | ||
| Class A common stock (deferred stock units) | 12/16/2005 | D | 170,000 | D | ( 5 ) | 0 | D | |||
| Series C non-voting preferred stock | 12/16/2005 | A | 731,552 | A | ( 3 ) | 731,552 | D | |||
| Series C non-voting preferred stock | 12/16/2005 | A | 6,448 | A | ( 3 ) | 6,448 | I | By trusts | ||
| Series C non-voting preferred stock (deferred stock units) | 12/16/2005 | A | 170,000 | A | ( 5 ) | 170,000 | D | |||
| Preferred stock | 12/16/2005 | J | 110,652 | D | ( 6 ) | 0 | D | |||
| Series A voting preferred stock | 12/16/2005 | A | 110,652 | A | ( 6 ) | 110,652 | D | |||
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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 | ||||||||
| Class B common stock | ( 1 ) | 12/16/2005 | C | 1,100,068 | ( 1 ) | ( 11 ) | Class A common stock | 1,100,068 | ( 12 ) | 0 | D | ||||
| Class B common stock | ( 1 ) | 12/16/2005 | C | 6,448 | ( 1 ) | ( 11 ) | Class A common stock | 6,448 | ( 12 ) | 0 | I | By trusts | |||
| Stock Option (right to buy) ( 7 ) | $9.06 | 12/16/2005 | D | 100,000 | ( 8 ) | 07/30/2012 | Class A common stock | 100,000 | $2.69 | 0 | D | ||||
| Stock Option (right to buy) ( 7 ) | $9.12 | 12/16/2005 | D | 421,875 | ( 9 ) | 06/13/2014 | Class A common stock | 421,875 | $2.63 | 0 | D | ||||
| Stock Option (right to buy) ( 7 ) | $8.56 | 12/16/2005 | D | 100,000 | ( 10 ) | 08/06/2014 | Class A common stock | 100,000 | $3.19 | 0 | D | ||||
| Explanation of Responses: |
| 1. Each share of Class B common stock of Insight Communications Company, Inc. (the "Issuer") is convertible at any time into one share of Class A common stock of the Issuer upon the occurrence of certain events that are specified in the Issuer's Restated Certificate of Incorporation. |
| 2. Pursuant to an Amended and Restated Exchange Agreement, dated as of November 10, 2005, among the Issuer, Insight Acquisition Corp. ("Acquisition") and the other parties signatory thereto, as amended (the "Exchange Agreement"), the reporting person purchased preferred stock of the Issuer at par value, or $0.01 per share. |
| 3. Pursuant to the Exchange Agreement, the reporting person contributed shares of Class A common stock of the Issuer to Acquisition in exchange for a corresponding number of shares of Series C non-voting preferred stock of Acquisition which, in the merger described in note (4), were automatically converted into shares of Series C non-voting preferred stock of the surviving corporation. |
| 4. Pursuant to an Agreement and Plan of Merger, dated as of July 28, 2005, between the Issuer and Acquisition, which agreement was approved and adopted by the Issuer's shareholders on December 16, 2005 (the "Merger Agreement"), the Issuer was merged with Acquisition, with the Issuer as the surviving corporation and each share of Class A common stock of the Issuer not contributed to Acquisition pursuant to the Exchange Agreement or for which appraisal rights had been perfected under Delaware law was converted into the right to receive $11.75 in cash. |
| 5. The deferred stock units provide for vesting in five equal installments beginning November 15, 2004. Pursuant to the Merger Agreement, the deferred stock units to acquire Class A common stock of the Issuer were adjusted so that the reporting person will receive upon settlement one share of Series C non-voting preferred stock of the surviving corporation for each deferred share of Class A common stock of the Issuer. |
| 6. Pursuant to the Merger Agreement, in the merger, shares of preferred stock of the Issuer were automatically converted into shares of Series A voting preferred stock of the surviving corporation. |
| 7. Pursuant to the Merger Agreement, such option, whether vested or unvested, was canceled and the reporting person was entitled to receive a cash payment equal to the excess of $11.75 over the per share exercise price of such option for each share of Class A common stock covered by such option. |
| 8. This option provided for vesting in five equal installments beginning July 31, 2003. |
| 9. This option provided for vesting in five equal installments beginning June 14, 2005. |
| 10. This option provided for vesting in five equal installments beginning August 6, 2005. |
| 11. No expiration date. |
| 12. Not applicable. |
| /s/ Michael S. Willner | 12/20/2005 | |
| ** 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. | ||