4 1 a34604.htm 27/7 REAL MEDIA, INC.

FORM 4

[__] Check this box if no longer
subject to Section 16. Form 4 or Form
5 obligations may continue.
See Instruction 1(b).

(Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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1. Name and Address of Reporting Person* Elbit Ltd,(1) (Last) (First) (Middle) 3 Azrieli Center, The Triangle Building (Street) Tel Aviv, Israel 67023 (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol 24/7 Real Media, Inc. - TFSM 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) 4. Statement for (Month/Day/Year) 202/1419/2003 5. If Amendment, Date of Original (Month/Day/Year) 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ Director X 10% Owner __ Officer (give title below) __ Other (specify below) 7. 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 Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	202/1419/03		S		120,~~400~~000	D	$0.25		D
	2/18/03		S		30,000	D	$0.25	1,957,000	D
	02/19/03		S		10,000	D	$0.27	6,767,271	D
	2/18/03		X		4,840,271	A	$0.2066	4,840,271	D
								2,025,000	I	By Elbit Vflash, Inc (2)
	2/18/03		S		25,000	D	$0.25	2,025,000	I	By Elbit VFlash, Inc.(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conver- sion or Exercise Price of Deri- vative Security

3. Transaction Date (Month/ Day/ Year)

3A. Deemed Execution Date, if any (Month/ Day/ Year)

4. Transaction Code (Instr.8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Securities: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

DateExercisable

ExpirationDate

Title

Amount orNumber ofShares

Series B Preferred Stock

$0.2066

2/18/03

100,000

Immediately

None

Common Stock

4,840,271

Explanation of Responses: (1) Elbit Ltd. is a wholly owned subsidiary of Elron Electronic Industries Ltd. (2) Elbit Vflash, Inc. is a wholly owned subsidiary of Elbit Vflash Ltd.. Elbit Vflash Ltd. is a wholly owned subsidiary of Elbit Ltd.
Explanation of Responses: (1) Elbit Ltd. is a wholly owned subsidiary of Elron Electronic Industries Ltd. (2) Elbit Vflash Inc. is a wholly owned subsidiary of Elbit Vflash Ltd. Elbit Vflash Ltd. is a wholly owned subsidiary of Elbit Ltd.
/s/ Tal Raz	202/1921/2003
** 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 4(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.

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