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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 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*
UnitedGlobalCom, Inc.
(Last) (First) (Middle)
4643 So. Ulster Street, Suite 1300
(Street)
Denver, CO 80237
(City) (State) (Zip)
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2. Issuer Name and Ticker or Trading Symbol United Pan-Europe Communications, NV
UPCOY 3. I.R.S. Identification
Number of Reporting Person, if an entity (voluntary) 84-1602895
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4. Statement for Month/Day/Year 12/12/2002
5. If Amendment, Date of Original (Month/Day/Year) 12/16/2002
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6. Relationship of Reporting Person(s) to Issuer
(Check all applicable) Director
X 10% Owner
Officer (give title below)
Other (specify below)
Description
7. Individual or Joint/Group
Filing (Check Applicable Line) X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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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. Owner-
ship Form: Direct (D) or Indirect (I) (Instr. 4) |
7. Nature of
Indirect Beneficial Ownership (Instr. 4) |
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Code
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V
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Amount
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A/D
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Price
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Ordinary Shares
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05/14/2002(1)
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J(1)
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235,452,209
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A
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(1)
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235,452,209
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I
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by a subsidiary
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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. Conver-
sion or Exercise Price of Deri- vative 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(DE) and
Expiration Date(ED) (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. Owner- ship Form of Deriv- ative Securities: Direct (D) or Indirect (I) (Instr.4) |
11. Nature of Indirect Beneficial Ownership (Instr.4) |
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Code
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V
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A
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D
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DE
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ED
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Title
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Amount or Number of Shares
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| Series 1 Convertible Class A Preference Shares | Euro35.55 | 12/12/2002 |
P(2)
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2,400 |
Immed.
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(3)
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Ordinary Shares
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8,967,618(4)
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(2)
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2,400
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D
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| Warrant (rt to buy) | Euro42.546 | 12/12/2002 |
P(2)
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1,165,342 |
Immed.
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12/31/2007
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Ordinary Shares
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1,165,342
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(2)
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1,165,342
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D
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| Series 1 Convertible Class A Preference Shares | Euro35.55 | 05/14/2002(1) |
J(1)
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2,500 |
Immed.
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(3)
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Ordinary Shares
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8,977,572(4)
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(1)
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2,500
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I
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by a subsidiary | ||
| Warrant (rt to buy) | Euro42.546 | 05/14/2002(1) |
J(1)
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1,213,898 |
Immed.
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12/31/2007
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Ordinary Shares
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1,213,898
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(1)
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1,213,898
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I
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by a subsidiary | ||
| $ |
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$
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(1) Represents securities held by UGC Holdings, Inc. On May 14, 2002, certain shareholders of UGC Holdings exchanged their common stock for shares of the Reporting Person's Class A common stock. As a result of such transaction, UGC Holdings became a wholly owned subsidiary of the Reporting Person and the Reporting Person became the beneficial owner of the securities held by UGC Holdings in the Issuer.
(2) The Reporting Person executed a letter of intent to acquire the Issuer's securities for an aggregate of 482,217 of its Class A common stock, which is currently valued at $1,518,984 based on the closing price as reported on Nasdaq on December 12, 2002. The purchase will occur upon execution of definitive documents; however, the transfer of the Warrant is subject to Dutch law. (3) Subject to mandatory redemption after December 8, 2012, unless earlier converted or redeemed. (4) Pursuant to the terms of the Preference Shares, the number of Ordinary Shares accretes at 8% per annum until converted. |
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By: /s/ Frederick G. Westerman III, Chief Financial Officer 01/08/2003 ** Signature of Reporting Person Date SEC 1474 (9-02) |
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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. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |