Edgar Filing: CROWN MEDIA HOLDINGS INC

Unassociated Document

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Rule 13d-102) Information to be Included in Statements Filed Pursuant to Rule 13d-1(b)(c), and (d) and Amendments thereto Filed Pursuant to Rule 13d-2(b) (Amendment No. 7)*
Crown Media Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
	228411104
(CUSIP Number)
December 31, 2006
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b) o Rule 13d-1(c) x Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 10

SCHEDULE 13G
Issuer: Crown Media Holdings	CUSIP No.: 228411104


1	Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only):
	J.P. Morgan Partners (BHCA), L.P. 13-337-1826

2	Check the Appropriate Box if a Member of a Group (See Instructions):
	(a) o
	(b) o

3	SEC use only:



4	Citizenship or Place of Organization:

	Delaware

		5	Sole Voting Power:

Number of			3,838,093 (includes Options to purchase 1,473 shares)

Shares		6	Shared Voting Power:
Beneficially
Owned by

Each		7	Sole Dispositive Power:
Reporting
Person			3,838,093 (includes Options to purchase 1,473 shares)

With:		8	Shared Dispositive Power:



9	Aggregate Amount Beneficially Owned by Each Reporting Person:

	3,838,093 (includes Options to purchase 1,473 shares)

10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):

	o

11	Percent of Class Represented by Amount in Row (9):

	5.18%

12	Type of Reporting Person (See Instructions):

	PN

Page 2 of 10

SCHEDULE 13G
Issuer: Crown Media Holdings	CUSIP No.: 228411104

Item 1.

(a)

Name of Issuer:

Crown Media Holdings

(b)

Address of Issuer's Principal Executive Offices:

6430 S. Fiddlers Green Circle

Englewood, CO 80111

Item 2.

(a)

Name of Person Filing:

J.P. Morgan Partners (BHCA), L.P.

Supplemental information relating to the ownership and control of the person filing this statement is included in Exhibit 2(a) attached hereto.

(b)

Address of Principal Business Office or, if none, Residence:

270 Park Avenue

New York, New York 10017

(c)

Citizenship:

Delaware

(d)

Title of Class of Securities (of Issuer):

Common Stock

(e)

CUSIP Number:

228411104

Item 3.

If this statement is filed pursuant to §§ 240. 13d-1(b) or 240. 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership

(a)

Amount Beneficially Owned:

3,838,093 (includes Options to purchase 1,473 shares)

(b)

Percent of Class:

5.18% (as of December 31, 2006)

(c)

Number of shares as to which such person has:

Page 3 of 10

SCHEDULE 13G
Issuer: Crown Media Holdings	CUSIP No.: 228411104

(i)

3,838,093 (includes Options to purchase 1,473 shares)

(ii)

Not applicable.

(iii)

3,838,093 (includes Options to purchase 1,473 shares)

(iv)

Not applicable.

Item 5.

Ownership of Five Percent or Less of a Class

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

Not applicable.

Page 4 of 10

SCHEDULE 13G
Issuer: Crown Media Holdings	CUSIP No.: 228411104

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2007

	J.P. MORGAN PARTNERS (BHCA), L.P.



	By:	JPMP Master Fund Manager, L.P., its general partner

	By:	JPMP Capital Corp., its general partner


	By:	/c/ John C. Wilmot
		Name: John C. Wilmot
		Title: Managing Director

Page 5 of 10

SCHEDULE 13G
Issuer: Crown Media Holdings	CUSIP No.: 228411104

EXHIBIT 2(a)

This statement is being filed by J.P. Morgan Partners (BHCA), L.P., a Delaware limited partnership (hereinafter referred to as "JPMP (BHCA)"), whose principal business office is located at 270 Park Avenue, New York, New York 10017. JPMP (BHCA) is engaged in the venture capital and leveraged buyout business. The general partner of JPMP (BHCA) is JPMP Master Fund Manager, L.P., a Delaware limited partnership (hereinafter referred to as "JPMP Master Fund", whose principal business office is located at the same address as JPMP (BHCA), and is also directly or indirectly (through affiliates) engaged in the venture capital and leveraged buyout business. As general partner of JPMP (BHCA), JPMP Master Fund may be deemed to beneficially own the shares held by JPMP (BHCA). The general partner of JPMP Master Fund is JPMP Capital Corp. (formerly known as Chase Capital Corporation), a New York corporation (hereinafter referred to as "JPMP Capital Corp."), whose principal business office is located at the same address as JPMP (BHCA), and is also engaged in the venture capital and leveraged buyout business. Set forth in Schedule A hereto and incorporated herein by reference are the names, business addresses, principal occupations and employments of each executive officer and director of JPMP Capital Corp. As general partner of JPMP Master Fund, JPMP Capital Corp. may be deemed to beneficially own the shares held by JPMP Master Fund.

JPMP Capital Corp. is a wholly owned subsidiary of JPMorgan Chase & Co. (formerly known as The Chase Manhattan Corporation), a Delaware corporation (hereinafter referred to as "JPMorgan Chase") which is engaged (primarily through subsidiaries) in the commercial banking business with its principal office located at 270 Park Avenue, New York, New York 10017. Set forth in Schedule B hereto and incorporated herein by reference are the names, business addresses, principal occupations and employments of each executive officer and director of JPMorgan Chase.

Page 6 of 10

SCHEDULE 13G
Issuer: Crown Media Holdings	CUSIP No.: 228411104

SCHEDULE A

JPMP CAPITAL CORP.

Executive Officers¹

Chief Investment Officer	Ina R. Drew*
Managing Director	Joseph S. Bonocore*
Managing Director	Ana Capella Gomez-Acebo*
Managing Director	John C. Wilmot*
Managing Director and Assistant Secretary	Richard Madsen*
Vice President	William T. Williams Jr.*
Vice President and Assistant General Counsel	Judah Shechter*
Vice President and Assistant General Counsel	Elizabeth De Guzman*

Directors¹

Ina R. Drew*

John C. Wilmot*

^{1
Each
of whom is a
United States citizen}

^* ^{Principal
occupation is employee or officer of JPMorgan Chase & Co. Business address
is c/o JPMorgan Chase & Co., 270 Park Avenue, New York, New York
10017.}

Page 7 of 10

SCHEDULE 13G
Issuer: Crown Media Holdings	CUSIP No.: 228411104

SCHEDULE B

JPMORGAN CHASE & CO.

Executive Officers¹

President and Chief Executive Officer	James Dimon*
Chief Administrative Officer	Frank Bisignano *
Co-Chief Executive Officer, Investment Bank	Steven D. Black*
Chief Financial Officer	Michael J. Cavanagh*
Director of Human Resources	John F. Bradley*
Chief Investment Officer Head, Commercial Banking	Ina R. Drew * Samuel Todd Maclin*
Head, Strategy and Business Development	Jay Mandelbaum*
Chief Executive Officer, Treasury & Securities Services Head, Retail Financial Services Chief Executive Officer, Card Services Global Head, Asset & Wealth Management	Heidi Miller* Charles W. Scharf* Richard J. Srednicki* James E. Staley*
Co- Chief Executive Officer, Investment Bank General Counsel	William T. Winters* Stephen M. Cutler*

^{1
Each
of whom is a
United States citizen}

^* ^{Principal
occupation is employee or officer of JPMorgan Chase & Co. Business address
is c/o JPMorgan Chase & Co., 270 Park Avenue, New York, New York
10017.}

Page 8 of 10

SCHEDULE 13G
Issuer: Crown Media Holdings	CUSIP No.: 228411104

Directors¹

Name		Principal Occupation or Employment; Business or Residence Address
John H. Biggs		Former Chairman and CEO TIAA - CREF c/o JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017
Crandall C. Bowles		Chairman and Chief Executive Officer Spring Global US, Inc. c/o JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017
Stephen B. Burke		President Comcast Cable Communications, Inc. c/o JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017
James S. Crown		President Henry Crown and Company c/o JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017
James Dimon		Chief Executive Officer JPMorgan Chase & Co. 270 Park Avenue, 8^th Floor New York, New York 10017-2070
Ellen V. Futter		President and Trustee American Museum of Natural History c/o JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017
William H. Gray, III		Retired President and Chief Executive Officer The College Fund/UNCF c/o JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017
Laban P. Jackson, Jr.		Chairman and Chief Executive Officer Clear Creek Properties, Inc. c/o JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017

^{1
Each
of whom is a
United States citizen}

^* ^{Principal
occupation is employee or officer of JPMorgan Chase & Co. Business address
is c/o JPMorgan Chase & Co., 270 Park Avenue, New York, New York
10017.}

Page 9 of 10

SCHEDULE 13G
Issuer: Crown Media Holdings	CUSIP No.: 228411104

Name

Principal Occupation or Employment;

Business or Residence Address

Lee R. Raymond		Chairman of the Board and Chief Executive Officer Exxon Mobil Corporation c/o JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017
John W. Kessler		Owner John W. Kessler Company c/o JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017
Robert I. Lipp		Chairman The St. Paul Travelers Companies, Inc. c/o JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017
Richard A. Monoogian		Chairman and Chief Executive Officer Masco Corporation c/o JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017
David C. Novak		Chairman and Chief Executive Officer Yum! Brands, Inc. c/o JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017
William C. Weldon		Chairman and Chief Executive Officer Johnson & Johnson c/o JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017

Page 10 of 10