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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MEDIACOM COMMUNICATIONS CORP [ MCCC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/05/2003 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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 |
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 | ||||||||
Forward Purchase Agreement | 0(1)(2) | 06/05/2003 | J(1)(2) | 0(1)(2) | 06/07/2004(1)(2) | 06/07/2004(1)(2) | Common Stock | 0(1)(2) | $0(1)(2) | 0(1)(2) | D |
Explanation of Responses: |
1. On June 5, 2003, the Reporting Person entered into a Forward Purchase Agreement (the "Agreement") with an unaffiliated third party (the "Purchaser") relating to the forward sale by the Reporting Person of issuer's common stock. In consideration therefore, the Reporting Person will receive $1,123,750 in connection with the sale of 125,000 shares of issuer's common stock by the Purchaser in accordance with Rule 144 under the Securities Act of 1933. |
2. The Agreement provides that three business days after June 7, 2004 the Reporting Person will deliver up to 125,000 shares of issuer's common stock (or in lieu thereof, to pay the balance due thereunder in cash) based on the following formula: (a) if the closing price on June 7, 2004 (the "Closing Price") is less than $9.96 per share, the Reporting Person will deliver 125,000 shares; (b) if the Closing Price is equal to or greater than $9.96 per share but less than $11.95 per share, the Reporting Person will deliver the number of shares equal to 125,000 x ($9.96/Closing Price); and (c) if the Closing Price is equal to or greater than $11.95 per share, the Reporting Person will deliver the number of shares equal to 125,000 - 125,000 x ($1.99/Closing Price). The Reporting Person pledged 125,000 shares of issuer's common stock to the Purchaser to secure his obligation under the Agreement and retained voting rights to the pledged shares during the term of the pledge. |
Mark E. Stephan | 06/09/2003 | |
** 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. |