Edgar Filing: PRIMEDIA INC

Ownership Submission

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
STATEMENT OF CHANGES IN 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 ^*

KKR 1996 GP LLC

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

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

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

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P., 9 WEST 57TH STREET, SUITE 4200

3. Date of Earliest Transaction (Month/Day/Year)
07/13/2011

(Street)

NEW YORK, NY 10019

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	07/13/2011		J⁽¹⁾		5,635,773	D	$ 7.1	0	I	See Footnotes ⁽²⁾ ⁽¹⁰⁾ ⁽¹²⁾
Common Stock, par value $0.01 per share	07/13/2011		J⁽¹⁾		2,533,333	D	$ 7.1	0	I	See Footnotes ⁽³⁾ ⁽¹⁰⁾ ⁽¹²⁾
Common Stock, par value $0.01 per share	07/13/2011		J⁽¹⁾		5,754,000	D	$ 7.1	0	I	See Footnotes ⁽⁴⁾ ⁽¹⁰⁾ ⁽¹²⁾
Common Stock, par value $0.01 per share	07/13/2011		J⁽¹⁾		1,562,500	D	$ 7.1	0	I	See Footnotes ⁽⁵⁾ ⁽¹⁰⁾ ⁽¹²⁾
Common Stock, par value $0.01 per share	07/13/2011		J⁽¹⁾		2,083,333	D	$ 7.1	0	I	See Footnotes ⁽⁶⁾ ⁽¹⁰⁾ ⁽¹²⁾
Common Stock, par value $0.01 per share	07/13/2011		J⁽¹⁾		245,437	D	$ 7.1	0	I	See Footnotes ⁽⁷⁾ ⁽¹⁰⁾ ⁽¹²⁾
Common Stock, par value $0.01 per share	07/13/2011		J⁽¹⁾		8,198,339	D	$ 7.1	0	I	See Footnotes ⁽⁸⁾ ⁽¹⁰⁾ ⁽¹²⁾
Common Stock, par value $0.01 per share	07/13/2011		J⁽¹⁾		15,013	D	$ 7.1	0	I	See Footnotes ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrants (right to buy)

$ 42

07/13/2011

J⁽¹⁾

208,333

08/24/2002

08/24/2011

Common Stock, par value $0.01

208,333

$ 0 ⁽¹¹⁾

See Footnotes ⁽⁸⁾ ⁽¹⁰⁾ ⁽¹²⁾

Warrants (right to buy)

$ 42

07/13/2011

J⁽¹⁾

436,667

08/24/2002

08/24/2011

Common Stock, par value $0.01

436,667

$ 0 ⁽¹¹⁾

See Footnotes ⁽⁸⁾ ⁽¹⁰⁾ ⁽¹²⁾

Warrants (right to buy)

$ 42

07/13/2011

J⁽¹⁾

41,667

08/24/2002

11/24/2011

Common Stock, par value $0.01

41,667

$ 0 ⁽¹¹⁾

See Footnotes ⁽⁸⁾ ⁽¹⁰⁾ ⁽¹²⁾

Warrants (right to buy)

$ 42

07/13/2011

J⁽¹⁾

166,667

08/24/2002

02/24/2012

Common Stock, par value $0.01

166,667

$ 0 ⁽¹¹⁾

See Footnotes ⁽⁸⁾ ⁽¹⁰⁾ ⁽¹²⁾

Warrants (right to buy)

$ 42

07/13/2011

J⁽¹⁾

208,333

08/24/2002

05/24/2012

Common Stock, par value $0.01

208,333

$ 0 ⁽¹¹⁾

See Footnotes ⁽⁸⁾ ⁽¹⁰⁾ ⁽¹²⁾

Warrants (right to buy)

$ 42

07/13/2011

J⁽¹⁾

250,000

08/24/2002

08/24/2012

Common Stock, par value $0.01

250,000

$ 0 ⁽¹¹⁾

See Footnotes ⁽⁸⁾ ⁽¹⁰⁾ ⁽¹²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KKR 1996 GP LLC C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
KKR 1996 FUND L P C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
KKR ASSOCIATES 1996 L P C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X

Signatures

KKR 1996 FUND L.P. By: KKR ASSOCIATES 1996 L.P. Its General Partner By: KKR 1996 GP LLC Its General Partner By: /s/ Richard J. Kreider, Authorized Person		07/15/2011
^**Signature of Reporting Person		Date
KKR ASSOCIATES 1996 L.P. By: KKR 1996 GP LLC Its General Partner By: /s/ Richard J. Kreider, Authorized Person		07/15/2011
^**Signature of Reporting Person		Date
KKR 1996 GP LLC By: /s/ Richard J. Kreider, Authorized Person		07/15/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These securities were disposed of in connection with the Agreement and Plan of Merger by and among Pittsburgh Holdings, LLC, a Delaware limited liability company, Pittsburgh Acquisition, Inc., a Delaware corporation and the Issuer, pursuant to which, among other things, Pittsburgh Acquisition, Inc. merged with and into the Issuer, the Issuer as the surviving entity. The merger consideration per share of common stock consisted of cash in an amount equal to $7.10.
(2)	These shares were held by MA Associates, L.P.
(3)	These shares were held by FP Associates, L.P.
(4)	These shares were held by Magazine Associates, L.P.
(5)	These shares were held by Publishing Associates, L.P.
(6)	These shares were held by Channel One Associates, L.P.
(7)	These shares were held by KKR Partners II, L.P.
(8)	These securities were held by KKR 1996 Fund L.P.
(9)	These shares were held by George R. Roberts.
(10)	KKR Associates L.P. is the sole general partner of MA Associates L.P., FP Associates, L.P., Magazine Associates, L.P., Publishing Associates, L.P., Channel One Associates, L.P. and KKR Partners II, L.P. KKR Associates 1996 L.P. is the sole general partner of KKR 1996 Fund L.P., while KKR 1996 GP LLC is the sole general partner of KKR Associates 1996 L.P. Henry R. Kravis and George R. Roberts are members of the executive committee of KKR Associates, L.P. and managers of KKR 1996 GP LLC.
(11)	The warrant exercise price of $ 42.00 per share was greater than the merger consideration per share of common stock of $7.10 and thus no consideration was received in exchange for the cancellation of the warrants.
(12)	Each Reporting Person 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, the Reporting Persons are the beneficial owners of any equity securities covered by this statement.
Remarks: Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, KKR Associates L.P., MA Associates, L.P., FP Associates, L.P., Magazine Associates, L.P., Publishing Associates, L.P., Channel One Associates, L.P., KKR Partners II, L.P., Henry R. Kravis and George R. Roberts have filed a separate Form 4 reporting the same information.

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