SEC FORM 4 SEC Form 4
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*
PASCARELLI JOHN G

(Last) (First) (Middle)
C/O MEDIACOM COMMUNICATIONS CORP
100 CRYSTAL RUN ROAD

(Street)
MIDDLETOWN NY 10941

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MEDIACOM COMMUNICATIONS CORP [ MCCC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Exec. V.P., Operations
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
Class A Common Stock 03/04/2011(1) D 284,693 D (2)(3) 0 D
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 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
Stock Options (right to buy) $7.58 03/04/2011 D 40,000 (4) 11/28/2013 Class A Common Stock 40,000 (4) 0 D
Stock Options (right to buy) $8.02 03/04/2011 D 20,000 (5) 02/25/2014 Class A Common Stock 20,000 (5) 0 D
Stock Options (right to buy) $5.66 03/04/2011 D 30,000 (6) 03/01/2012 Class A Common Stock 30,000 (6) 0 D
Stock Options (right to buy) $8 03/04/2011 D 40,000 (7) 02/23/2017 Class A Common Stock 40,000 (7) 0 D
Stock Options (right to buy) $4.37 03/04/2011 D 57,000 (8) 03/02/2018 Class A Common Stock 57,000 (8) 0 D
Stock Options (right to buy) $3.88 03/04/2011 D 80,000 (9) 11/12/2018 Class A Common Stock 80,000 (9) 0 D
Stock Options (right to buy) $3.95 03/04/2011 D 102,000 (10) 02/26/2019 Class A Common Stock 102,000 (10) 0 D
Stock Options (right to buy) $4.79 03/04/2011 D 66,000 (11) 03/02/2020 Class A Common Stock 66,000 (11) 0 D
Explanation of Responses:
1. At a special meeting of stockholders of the Issuer held on March 4, 2011, the Issuer's stockholders adopted that certain Agreement and Plan of Merger, dated as of November 12, 2010, by and among the Issuer, JMC Communications LLC and Rocco B. Commisso (the "Merger Agreement").
2. These securities are composed of 141,193 shares of Class A common stock and 143,500 restricted stock units (representing 143,500 shares of Class A common stock). Pursuant to the terms of the Merger Agreement, 141,193 shares of Class A common stock were converted into the right to receive a cash payment equal to $8.75 per share of Class A common stock. Footnote 3 discusses the disposition of the restricted stock units.
3. Pursuant to the terms of the Merger Agreement, 143,500 restricted stock units were cancelled and the Reporting Person is entitled to receive a cash payment equal to $8.75 per share of Class A common stock according to the vesting schedule provided in, and subject to the terms of, the applicable restricted stock unit agreement.
4. These options provided for vesting in four equal annual installments beginning November 28, 2004. Pursuant to the terms of the Merger Agreement, options to purchase 40,000 shares of Class A common stock were cancelled and the Reporting Person is entitled to receive a cash payment equal to $1.17 per share of Class A common stock.
5. These options provided for vesting in three equal annual installments beginning February 25, 2005. Pursuant to the terms of the Merger Agreement, options to purchase 20,000 shares of Class A common stock were cancelled and the Reporting Person is entitled to receive a cash payment equal to $0.73 per share of Class A common stock.
6. These options provided for vesting in four equal annual installments beginning March 1, 2007. Pursuant to the terms of the Merger Agreement, options to purchase 30,000 shares of Class A common stock were cancelled and the Reporting Person is entitled to receive a cash payment equal to $3.09 per share of Class A common stock.
7. These options provided for vesting in four equal annual installments beginning February 23, 2008. Pursuant to the terms of the Merger Agreement, options to purchase 40,000 shares of Class A common stock were cancelled and the Reporting Person is entitled to receive a cash payment equal to $0.75 per share of Class A common stock.
8. These options provided for vesting in four equal annual installments beginning March 2, 2009. Pursuant to the terms of the Merger Agreement, options to purchase 42,750 shares of Class A common stock were cancelled and the Reporting Person is entitled to receive a cash payment equal to $4.38 per share of Class A common stock and options to purchase 14,250 shares of Class A common stock were cancelled and the Reporting Person is entitled to receive a cash payment equal to $4.38 per share of Class A common stock in accordance with the vesting schedule provided in, and subject to the terms of, the applicable option agreement.
9. These options will vest on November 12, 2012. Pursuant to the terms of the Merger Agreement, options to purchase 80,000 shares of Class A common stock were cancelled and the Reporting Person is entitled to receive a cash payment equal to $4.87 per share of Class A common stock on November 12, 2012 subject to the terms of the applicable option agreement.
10. These options provided for vesting in four equal annual installments beginning February 26, 2010. Pursuant to the terms of the Merger Agreement, options to purchase 51,000 shares of Class A common stock were cancelled and the Reporting Person is entitled to receive a cash payment equal to $4.80 per share of Class A common stock and options to purchase 51,000 shares of Class A common stock were cancelled and the Reporting Person is entitled to receive a cash payment equal to $4.80 per share of Class A common stock in accordance with the vesting schedule provided in, and subject to the terms of, the applicable option agreement.
11. These options provided for vesting in four equal annual installments beginning March 2, 2011. Pursuant to the terms of the Merger Agreement, options to purchase 16,500 shares of Class A common stock were cancelled and the Reporting Person is entitled to receive a cash payment equal to $3.96 per share of Class A common stock and options to purchase 49,500 shares of Class A common stock were cancelled and the Reporting Person is entitled to receive a cash payment equal to $3.96 per share of Class A common stock in accordance with the vesting schedule provided in, and subject to the terms of, the applicable option agreement.
/s/ John G. Pascarelli 03/09/2011
** Signature of Reporting Person Date
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