SEC Form 3
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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1. Name and Address of Reporting Person*
APAX PARTNERS EUROPE MANAGERS LTD
(Last) (First) (Middle)
15 PORTLAND PLACE
(Street)
LONDON X0 W1B 1PT
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/28/2006		 3. Issuer Name and Ticker or Trading Symbol
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD [ CETV ]
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 of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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)
Class A Common Stock 60,000 I ( 1 ) ( 2 ) ( 3 ) By CME Holdco L.P.
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: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock ( 5 ) ( 5 ) Class A Common Stock 6,312,839 0 ( 4 ) I ( 1 ) ( 2 ) ( 3 ) By CME Holdco L.P.
1. Name and Address of Reporting Person*
APAX PARTNERS EUROPE MANAGERS LTD
(Last) (First) (Middle)
15 PORTLAND PLACE
(Street)
LONDON X0 W1B 1PT
(City) (State) (Zip)
1. Name and Address of Reporting Person*
APAX EUROPE VI-A LP
(Last) (First) (Middle)
13-15 VICTORIA ROAD
ST PETER PORT
(Street)
GUERNSEY X0 00000
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Apax Europe VI-1 LP
(Last) (First) (Middle)
13-1 VICTORIA RD
ST PETER PORT GY1 3ZD
(Street)
GUERNSEY CHANNEL ISLANDS X0 00000
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Apax Europe VI GP LP Inc.
(Last) (First) (Middle)
13-15 VICTORIA STREET
ST PETER PORT
(Street)
GUERNSEY, CHANNEL ISLANDS X0 GY13ZD
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Apax Europe VI GP Co. LTD
(Last) (First) (Middle)
13-15 VICTORIA STREET
ST PETER PORT
(Street)
GUERNSEY, CHANNEL ISLANDS X0 GY13ZD
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Adele (Guernsey) GP LTD
(Last) (First) (Middle)
13-15 VICTORIA ROAD
ST PETER PORT
(Street)
GUERNSEY, CHANNEL ISLANDS X0 GY1 3ZD
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Adele (Guernsey) L.P.
(Last) (First) (Middle)
13-15 VICTORIA ROAD
ST PETER PORT
(Street)
GUERNSEY, CHANNEL ISLANDS X0 GY1 3ZE
(City) (State) (Zip)
Explanation of Responses:
1. By agreement dated 8/28/06, Adele (Guernsey) L.P. ("Adele LP") acquired a 49.72% limited partnership interest in CME Holdco L.P. from a third party. CME Holdco L.P. owns 6,312,839 shares of Class B Common Stock and 60,000 shares of Class A Common Stock (the "CME Shares") representing 15.7% of CME's share capital.
2. By virtue of its 49.72% limited partnership interest in CME Holdco L.P., Adele LP may be deemed to be the beneficial owner of the CME Shares. Adele (Guernsey) GP Limited ("Adele GP") is the General Partner of Adele LP. Apax Europe VI-A, L.P. ("Apax Europe VI-A") and Apax Europe VI-1, L.P., (together with Apax Europe VI-A, the "Apax Funds") own 100% of Adele GP. Apax Europe VI GP, L.P. Inc. is the general partner of the Apax Funds. Apax Europe VI GP, Co. Ltd is the general partner of Apax Europe VI GP, L.P. Inc. Apax Partners Europe Managers Ltd. is the discretionary investment manager of the Apax Funds. Each of the Apax Funds, Apax Partners Europe Managers Ltd, Apax Europe VI GP, L.P. Inc., Apax Europe VI GP, Co. Ltd. and Adele GP may be deemed to be beneficial owners of the CME Shares held by CME Holdco L.P.
3. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons herein state that this filing shall not be deemed an admission that he or it is the beneficial owner of any of the CME Shares covered by this Statement. Each of the reporting persons disclaims beneficial ownership of the CME Shares, except to the extent of its pecuniary interest in such CME Shares.
4. There is no exercise or conversion price for Class B Common Stock. It is convertible into shares of Class A Common Stock on a one-for-one basis.
5. Shares of Class B Common Stock may be immediately converted by the holder into shares of Class A Common Sock on a one-for-one basis and will automatically convert into shares of Class A Common Sock on a one-for-one basis when the number of issued and outstanding shares of Class B Common Stock is less than 10% of this issued and outstanding shares of Common Stock of the Issuer.
For and on behalf of Apax Partners Europe Managers Ltd., /s/ Peter Englander, Director, /s/ Adrian Beecroft, Director 08/06/2006
For and on behalf of Apax Partners Europe Managers Ltd. as Manager of Apax Europe VI-A, L.P., /s/ Peter Englander, Director, /s/ Adrian Beecroft, Director 08/06/2006
For and on behalf of Apax Partners Europe Managers Ltd. as Manager of Apax Europe VI-1 L.P., /s/ Peter Englander, Director, /s/ Adrian Beecroft, Director 08/06/2006
For and on behalf of Apax Europe VI GP, Co. Ltd. as general partner of Apax Europe VI GP, L.P. Inc., /s/ Denise Fallaize, Director 08/06/2006
For and on behalf of Apax Europe VI GP, Co. Ltd., /s/ Denise Fallaize, Director 08/06/2006
For and on behalf of Adele (Guernsey) GP Limited acting in its capacity as general partner of Adele (Guernsey) L.P., /s/ Sharon Alvarez, Director 08/06/2006
For and on behalf of Adele (Guernsey) GP Limited, /s/ Sharon Alvarez, Director 08/06/2006
** 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 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).
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