Edgar Filing: PENTON MEDIA INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL 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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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Prism Business Media Holdings, LLC

2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2006

3. Issuer Name and Ticker or Trading Symbol
PENTON MEDIA INC [PTON]

(Last)

(First)

(Middle)

1301 AVENUE OF THE AMERICAS 44TH FLOOR

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10019

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
None	0 ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
None	Â ⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	Â ⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	None	0 ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾	$ 0 ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Prism Business Media Holdings, LLC 1301 AVENUE OF THE AMERICAS 44TH FLOOR NEW YORK,Â NYÂ 10019	Â	Â X	Â	Â
U.S. EQUITY PARTNERS II, LP 1301 AVENUE OF THE AMERICAS 44TH FLOOR NEW YORK,Â NYÂ	Â	Â X	Â	Â
U.S. EQUITY PARTNERS II (Offshore), LP 1301 AVENUE OF THE AMERICAS 44TH FLOOR NEW YORK,Â NYÂ 10019	Â	Â X	Â	Â
U.S. EQUITY PARTNERS II (U.S. Parallel), LP 1301 AVENUE OF THE AMERICAS 44TH FLOOR NEW YORK,Â NYÂ 10019	Â	Â X	Â	Â
USEP II Co-Investment Partners, LLC 1301 AVENUE OF THE AMERICAS 44TH FLOOR NEW YORK,Â NYÂ 10019	Â	Â X	Â	Â

Signatures

/s/ PRISM BUSINESS MEDIA HOLDINGS, LLC By: Jesse Du Bey -Vice President		11/13/2006
^**Signature of Reporting Person		Date
/s/ U.S. EQUITY PARTNERS II, LP By: George Majoros - Vice President and Treasurer of Wasserstein Investments, LLC, the general partner of Wasserstein Partners, LP, its general partner		11/13/2006
^**Signature of Reporting Person		Date
/s/ U.S. EQUITY PARTNERS II (OFFSHORE), LP By: George Majoros - Vice President of Wasserstein Partners (Offshore), Ltd., Its general partner		11/13/2006
^**Signature of Reporting Person		Date
/s/ U.S. EQUITY PARTNERS II (U.S. PARALLEL), LP By: George Majoros - Vice President and Treasurer of Wasserstein Investments, LLC, the general partner of Wasserstein Partners, LP, its general partner		11/13/2006
^**Signature of Reporting Person		Date
/s/ USEP II CO-INVESTMENT PARTNERS, LLC By: George Majoros - Vice President and Treasurer of Wasserstein Investments, LLC, the general partner of Wasserstein & Co., LP, a managing member		11/13/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Prism Business Media Holdings, Inc., a Delaware corporation ("Prism") is a direct wholly-owned subsidiary of Prism Business Media Holdings, LLC, a Delaware limited liability company ("PBMLLC"). U.S. Equity Partners II, LP, U.S. Equity Partners II (Offshore), LP, U.S. Equity Partners II (U.S. Parallel), LP and USEP II Co-Investment Partners, LLC are controlling members of PBMLLC. Wasserstein Partners (Offshore), Ltd. is the general partner of U.S. Equity Partners II (Offshore), LP. Wasserstein Partners, LP is (i) the general partner of U.S. Equity Partners II, LP and U.S. Equity Partners II (U.S. Parallel), LP and (ii) the sole shareholder of Wasserstein Partners (Offshore), Ltd. Wasserstein Partners, LP and Wasserstein & Co., LP are managing members of USEP II Co-Investment Partners, LLC. (Continued in Footnote 2)
(2)	Wasserstein Investments, LLC is the general partner of Wasserstein Partners, LP and Wasserstein & Co., LP. Wasserstein Holdings, LLC is the sole member of Wasserstein Investments, LLC. Mr. Wasserstein is a member of Wasserstein Holdings, LLC and may be deemed to control Wasserstein Holdings, LLC. (Continued in Footnote 3)
(3)	On November 1, 2006, the Company entered into an Agreement and Plan of Merger (the "Prism Merger Agreement") with Prism and Prism Acquisition Co., a Delaware corporation and wholly-owned direct subsidiary of Prism ("Merger Sub"). Pursuant to the Prism Merger Agreement, (i) Merger Sub will merge with and into the Company (the "Prism Merger"), and (ii) the separate existence of Merger Sub will cease and the Company will continue its corporate existence under Delaware law as the surviving corporation and will become a wholly-owned subsidiary of Prism. The Prism Merger Agreement provides for a sale of the Company for aggregate merger consideration of $194,200,000, to be allocated among the Company's stockholders in accordance with the terms of the Prism Merger Agreement.(Continued in Footnote 4)
(4)	As a condition to the willingness of Prism and Merger Sub to enter into the Prism Merger Agreement, Prism and Merger Sub required each of ABRY Mezzanine Partners, L.P., ABACUS Fund Partners, LP, ABACUS Fund, Ltd., Sandler Capital Partners V Germany, L.P., Sandler Capital Partners V FTE, L.P., and Sandler Capital Partners V, L.P. (each individually, a "Series C Preferred Stockholder," and collectively, the "Series C Preferred Stockholders") to enter into a voting agreement (the "Voting Agreement").(Continued in Footnote 5)
(5)	Pursuant to the Voting Agreement, the Series C Preferred Stockholders agreed to vote (or cause to be voted) all shares of the Company capital stock held by them and any shares of the Company capital stock that may be acquired after the date of the Voting Agreement in favor of the Prism Merger and the adoption of the Prism Merger Agreement and against any proposal made in opposition to, or in competition with, the consummation of the Prism Merger.(Continued in Footnote 6)
(6)	As part of the Voting Agreement, the Series C Preferred Stockholders entered into an irrevocable proxy appointing Prism and certain of its officers or designees as the sole and exclusive attorneys and proxies of each Series C Preferred Stockholder to vote and exercise all voting and related rights with respect to all of the shares of the Company capital stock that now are or hereafter may be beneficially owned by the Series C Preferred Stockholders in a manner consistent with the preceding paragraphs.(Continued in Footnote 7)
(7)	Pursuant to the Voting Agreement, the Series C Preferred Stockholders are prohibited from transferring any shares of the Company capital stock.(Continued in Footnote 8)
(8)	The Voting Agreement, including the irrevocable proxies granted therein, will expire upon the earliest to occur of (i) the effective time of the Prism Merger, (ii) the date on which the Prism Merger Agreement is terminated pursuant to its terms, (iii) April 30, 2007 and (iv) written notice of termination of the Voting Agreement by Prism to the Series C Preferred Stockholders.(Continued in Footnote 9)
(9)	The Series C Preferred Stockholders own the Series C Preferred Stock, and warrants (the "Warrants") to purchase shares of the Company's Common Stock. Assuming full conversion of the Series C Preferred Stock and Warrants, the Series C Preferred Stockholders may collectively be deemed to beneficially own a total of 11,333,707 shares of the Company's Common Stock. By virtue of the Voting Agreement, each of the Reporting Persons may be deemed to share dispositive power and voting power of the Common Stock held by the Series C Preferred Stockholders. Each of the Reporting Persons disclaims beneficial ownership in such securities.

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