ASHMORE EMERGING MARKETS DEBT FUND 4

4 · HUNGARIAN TELEPHONE & CABLE CORP · Filed Sep 23, 2004

Form 4

Period: 2004-09-21

10% Owner

Transactions

Exercise of In-Money
Series A Convertible Preferred Stock
2004-09-21−18,000→ 12,000 total
→ Common Stock, par value $0.001 per share (180,000 underlying)
Exercise of In-Money
Option (to sell)
2004-09-21−18,000→ 0 total
From: 2004-09-21Exp: 2004-11-02→ Series A Convertible Preferred Stock (180,000 underlying)
Exercise of In-Money
Option (to sell)
2004-09-21−241,800→ 0 total
From: 2004-09-21Exp: 2004-11-02→ Common Stock, par value $0.001 per share (241,800 underlying)
Exercise of In-Money
Common Stock, par value $0.001 per share
2004-09-21$5.04/sh−241,800$1,218,672→ 2,750,936 total

Footnotes (2)

[F1]On September 21, 2004, TDC A/S exercised an option to purchase 241,800 shares of Common Stock from Asset Holder PCC No. 2 Limited re: Ashmore Emerging Economy Portfolio (the "AEEP Option"). The exercise price of the AEEP Option was $5.04 per share of Common Stock. The exercise of the AEEP Option is an exempt transaction pursuant to Rule 16b-6.
[F2]On September 21, 2004, TDC A/S exercised an option to purchase 18,000 shares of Series A Convertible Preferred Stock from Ashmore Global Special Situations Fund Limited (the "GSSF Option"). The exercise price of the GSSF Option was US$55.44 per share of Preferred Stock. The exercise of the GSSF Option is an exempt transaction pursuant to Rule 16b-6. Holders of the Preferred Stock have the right, at any time, to convert such shares into 10 shares of Common Stock without expiration.

Documents

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