SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Johnson Eric

(Last)

(First)

(Middle)

408-229 YONGE STREET

(Street)

TORONTO

M5B 1N9

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/17/2009

3. Issuer Name and Ticker or Trading Symbol
PRIVATE MEDIA GROUP INC [ PRVT ]

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

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

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-voting Class A Preference Shares of Entruphema⁽¹⁾	10/29/2009	10/29/2014	Common Stock	110,000	$0	D
Non-voting Class A Preference Shares of Entruphema⁽¹⁾	10/29/2010	10/29/2014	Common Stock	10,000	$0	D
Non-voting Class A Preference Shares of Entruphema⁽¹⁾	10/29/2011	10/29/2014	Common Stock	10,000	$0	D
Earnout Right⁽²⁾	12/31/2009	12/31/2012	Common Stock	5,834	$0	D
Earnout Right⁽²⁾	12/31/2010	12/31/2012	Common Stock	23,333	$0	D
Earnout Right⁽²⁾	12/31/2011	12/31/2012	Common Stock	23,333	$0	D
Earnout Right⁽²⁾	09/30/2012	12/31/2012	Common Stock	17,500	$0	D

Explanation of Responses:

1. Convertible into shares of the Issuer.

2. The Reporting Person has the right to acquire the Common Stock for no additional consideration, upon meeting certain EBITDA targets for Private Media Group, Inc.'s internet operations for the fourth quarter of 2009, the years ended December 31, 2010 and 2011 and the first three quarters of 2011. These rights have been granted to the Reporting Person pursuant to an Acquisition Agreement among Private Media Group, Inc., the Reporting Person and others, dated October 29, 2009.

	Eric Johnson	05/11/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.