U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
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(f) of the Investment Company Act of 1940
[ ] Check box if no longer
subject to Section 16.
Form 4 or Form 5 obligations
may continue. See Instruction 1(b)
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1. Name and Address of Reporting Person*
Ultimate Holdings, Ltd., a Bermuda limited company
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(Last) (First) (Middle)
13 Parliament St. Hamilton
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(Street)
HM 12 Bermuda
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(City) (State) (Zip)
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2. Issuer Name and Ticker or Trading Symbol
GenesisIntermedia, Inc. GENI
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3. IRS Identification Number of Reporting Person,if an Entity (Voluntary)
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4. Statement for Month/Year
06/01
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5. If Amendment, Date of Original (Month/Year)
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6. Relationship of Reporting Person to Issuer
(Check all applicable)
[ ] Director [X] 10% Owner
[ ] Officer (give title below) [ ] Other (specify below)
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7. 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
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1. Title of Security 2. Transaction 3.Transaction 4. Securities Acquired(A) 5. Amount of 6. Ownership 7. Nature
(Instr. 3) Date Code or Disposed of (D) Securities Form: of
(Month/Date/ (Instr.8) (Instr. 3,4 and 5) Beneficially Direct(D) Indirect
Year) A Owned at End or Beneficially
or of Month Indirect(I) Ownership
Code V Amount D Price (Instr. 3 and 4) (Instr. 4) (Instr. 4)
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Common Stock 06/01/01 P 51,805 A $16.78 D
Common Stock 06/05/01 S 85,000 D $16.8175 D
Common Stock 06/06/01 S 2,800 D $16.440 D
Common Stock 06/06/01 S 660,000 D $13.50 D
Common Stock 06/07/01 P 12,300 A $16.72 D
Common Stock 06/11/01 P 13,200 A $16.70 8,743,843 D
* If the Form is filed by more than one Reporting Person, see Instruction
5(b)(v).
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
Form 4 (continued)
Table II (PART 1) Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) (Columns 1 through 6)
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1. Title of Derivative 2. Conversion 3. Transaction 4.Transaction 5. Number of Derivative 6. Date Exercisable and
Security or Exercise Date Code Securities Acquired (A) Expiration Date
(Instr. 3) Price of (Month/Day/ (Instr. 8) or Disposed of (D) (Month/Date/Year)
Derivative Year) (Instr. 3,4 and 5) Date Expiration
Security Code V A D Exercisable Date
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Option $9.00 6/29/01 S 2,000,000 7/1/2005
Table II (PART 2) Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) (Columns 1,3 and 7 through 11)
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1. Title of 3. Transaction 7. Title and Amount 8. Price 9. Number of 10. Ownership Form of 11. Nature of
Derivative Date of Underlying of Derivative Derivative Derivative Indirect
Security (Month/Day/Year) Securities Security Securities Security: Beneficial
(Instr. 3) (Instr. 3 and 4) (Instr. 5) Beneficially Direct (D) or Ownership
Amount or Number Owned at End of Indirect (I) (Instr. 4)
Title of Shares Month (Instr. 4) (Instr. 4)
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Option 6/29/01 Common Stock 2,000,000 (1)
Explanation of Responses:
(1) On June 29, 2001, GenesisIntermedia, Inc. (the "Company") announced that it
had received a conditional loan commitment for a $100 million credit
facility from Riverdale LLC, a company owned by Carl C. Icahn. It also
announced that concurrently the parties agreed to principal terms relating
to investment banking services to be provided by Riverdale or its
affiliates. The Company further announced that consummation of the
financing transactions is subject to the negotiation and execution of
definitive credit and security documents and that consummation of any
financings under the facility would be subject to a number of conditions,
including credit review of potential acquisition targets, lender due
diligence of the acquisitions and other conditions to be set forth in any
definitive credit agreement.
The Company also announced that, in conjunction with the conditional
commitment and investment banking services, the Company agreed to issue
warrants to purchase 4 million shares of common stock of the Company to
Riverdale and agreed to grant to Riverdale registration rights with respect
to the common stock issuable upon exercise of the warrants. The Company
also announced that concurrently Mr. El-Batrawi, the Company's chairman,
agreed to grant to Riverdale options to acquire 1.5 million shares of
common stock held by him. The Company also announced that concurrent with
the Company's agreement to grant 4 million warrants to Riverdale, Mr.
El-Batrawi and the Reporting Person agreed to grant options to the Company
to purchase common stock held by them. The stock options identified in
Table II above reflect the stock options granted by the Reporting Person to
the Company. The options are exercisable to the extent Riverdale exercises
the same priced warrants issued to it by the Company.
(2) Reporting Person has executed trades that were subject to Section 16(b)
prohibition on "short-swing" profits, including the sale of the options to
purchase its common stock at $9.00 per share. As a result, Reporting Person
has undertaken to disgorge to Issuer its "short-swing" profits calculated
pursuant to Section 16(b).
Colette Johnston is the Company Administrator of Ultimate Holdings, Ltd.
/s/ Colette Johnston July 10, 2001
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**Signature of Reporting Person Date
**International 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 provided is insufficient, See Instruction 6 for procedure.
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