- Statement of Changes in Beneficial Ownership (4)
January 08 2009 - 1:43PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
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1. Name and Address of Reporting Person
*
GETTY IMAGES INC
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2. Issuer Name
and
Ticker or Trading Symbol
JUPITERMEDIA CORP
[
JUPM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
601 NORTH 34TH STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/10/2008
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(Street)
SEATTLE, WA 98103
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. 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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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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) or (D)
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Price
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Common Stock
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12/10/2008
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J
(1)
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0
(1)
(2)
(3)
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A
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$0
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0
(1)
(2)
(3)
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I
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See footnote
(1)
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Common Stock
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12/11/2008
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J
(1)
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0
(1)
(2)
(4)
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A
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$0
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0
(1)
(2)
(4)
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I
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See footnote
(1)
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Common Stock
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12/11/2008
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J
(1)
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0
(1)
(2)
(5)
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A
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$0
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0
(1)
(2)
(5)
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I
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See footnote
(1)
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Common Stock
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12/11/2008
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J
(1)
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0
(1)
(2)
(6)
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A
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$0
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0
(1)
(2)
(6)
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I
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See footnote
(1)
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Common Stock
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12/11/2008
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J
(1)
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0
(1)
(2)
(7)
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A
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$0
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0
(1)
(2)
(7)
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I
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See footnote
(1)
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Common Stock
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12/11/2008
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J
(1)
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0
(1)
(2)
(8)
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A
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$0
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0
(1)
(2)
(8)
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I
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See footnote
(1)
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Common Stock
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12/11/2008
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J
(1)
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0
(1)
(2)
(9)
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A
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$0
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0
(1)
(2)
(9)
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I
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See footnote
(1)
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Common Stock
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1/6/2009
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J
(1)
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0
(1)
(2)
(10)
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A
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$0
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0
(1)
(2)
(10)
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I
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See footnote
(1)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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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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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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On October 22, 2008, Getty Images, Inc. ("Getty Images") entered into Support Agreements with certain directors, officers and
affiliates (the "Supporting Stockholders") of Jupitermedia Corporation ("Jupitermedia"), pursuant to which each Supporting
Stockholder irrevocably appointed each executive officer of Getty Images as his attorney-in-fact and proxy, with full power
of substitution, to vote, express consent or dissent or otherwise to exercise all voting and related rights with respect to
shares of common stock of Jupitermedia beneficially owned by such Supporting Stockholders (the "Shares") at every meeting of
the stockholders of Jupitermedia and in every written consent in lieu of any such meeting with respect to, among other
things, the approval of the Stock Purchase Agreement, dated as of October 22, 2008, by and between Jupitermedia and Getty
Images.
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(
2)
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Getty Images does not have any pecuniary interest in the Shares.
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(
3)
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On December 10, 2008, The Meckler Foundation, a Supporting Stockholder, directly or indirectly, acquired beneficial ownership
of 4,100 Shares which are subject to a Support Agreement.
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(
4)
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On December 11, 2008, Alan Meckler, a Supporting Stockholder, directly or indirectly, acquired beneficial ownership of
101,000 Shares which are subject to a Support Agreement.
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(
5)
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On December 11, 2008, Ellen Meckler, a Supporting Stockholder, directly or indirectly, acquired beneficial ownership of
780,000 Shares which are subject to a Support Agreement.
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(
6)
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On December 11, 2008, Herman Meckler Family Trust #1, a Supporting Stockholder, directly or indirectly, acquired beneficial
ownership of 150,000 Shares which are subject to a Support Agreement.
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(
7)
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On December 11, 2008, The Meckler Foundation, a Supporting Stockholder, directly or indirectly, acquired beneficial ownership
of 100,000 Shares which are subject to a Support Agreement.
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(
8)
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On December 11, 2008, Herman Meckler Family Trust #2, a Supporting Stockholder, directly or indirectly, acquired beneficial
ownership of 50,000 Shares which are subject to a Support Agreement.
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(
9)
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On December 11, 2008, The Caroline J. Meckler Trust, a Supporting Stockholder, directly or indirectly, acquired beneficial
ownership of 20,000 Shares which are subject to a Support Agreement.
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(
10)
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On January 6, 2009, Alan Meckler, a Supporting Stockholder, directly or indirectly, acquired beneficial ownership of 100,000
Shares which are subject to a Support Agreement.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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GETTY IMAGES INC
601 NORTH 34TH STREET
SEATTLE, WA 98103
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X
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Signatures
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John Lapham, Senior Vice President and General Counsel of Getty Images
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1/8/2009
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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