SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-C
Report by Issuer of Securities Quoted on NASDAQ
Interdealer Quotation System
Filed Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 and Rule 13a-17
or 15d-17 thereunder
GRAFF PAY-PER-VIEW INC.
(Exact name of Issuer as specified in charter)
536 Broadway
New York, NY 10012
(Address of principal executive offices)
Issuer's telephone number, including area code (212) 941-1434
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I. CHANGE IN NUMBER OF SHARES OUTSTANDING
1. Title of Security: Common Stock, par value $.01.
2. Number of Shares outstanding before the Change: 12,106,685.
3. Number of Shares outstanding after the Change: 11,357,928.
4. Effective date of Change: See Item 5 below.
5. Method of Change:
On March 24, 1995 three persons who are officers, directors and greater
than 5% shareholders of the Company exercised employee stock options to
acquire an aggregate of 748,755 shares (249,585 each) of the Company's $.01
par value common stock. On December 11, 1995, these three executives
rescinded their option exercise by returning the shares to the Company. The
Company returned the consideration for the option exercise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GRAFF PAY-PER-VIEW INC.
__________________________
By: /s/ Daniel J. Barsky
Daniel J. Barsky, Vice President
and General Counsel
Dated: January 9, 1996
