UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
None (1) | Â (1) | Â (1) | none (1) | (1) | $ (1) | D (1) | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Powers David PENTON MEDIA, INC. 1300 EAST 9TH STREET CLEVELAND, OH 44114 |
 X |  |  |  |
David R. Powers | 03/16/2006 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | David R. Powers is the sole shareholder of DRP Corp., which is a general partner of Sandler Capital Management, which is the general partner of Sandler Investment Partners, L.P., which is the general partner of each of Sandler Capital Partners V, L.P., Sandler Capital Partners V FTE, L.P. and Sandler Capital Partners V Germany, L.P. (collectively, the "Sandler V Partnerships"). The Sandler V Partnerships own Series C Convertible Preferred Stock, par value $.01 per share (the "Preferred Stock"), and warrants (the "Warrants") to purchase shares of the Issuer's Common Stock. Assuming full conversion of the Preferred Stock and Warrants, the Sandler V Partnerships may be deemed to beneficially own a total of 3,207,262 shares of Common Stock. Mr. Powers disclaims beneficial ownership in such securities except to the extent of his pecuniary interest therein, if any. Mr. Powers disclaims beneficial ownership in these securities for Section 16 purposes and all other purposes. |
 Remarks: No securities are beneficially owned. |