##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K/A
 (Amendment
    No. 1)
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal
    year ended December 31, 2009oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number
    001-34176
  ASCENT MEDIA
    CORPORATION
 (Exact name of Registrant as
    specified in its charter)
  State of Delaware

26-2735737(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)12300 Liberty Boulevard
    Englewood, Colorado(Address of principal
    executive offices)

80112(Zip Code)   Registrants telephone number, including area code:
    (720) 875-5622
 Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Exchange on Which RegisteredSeries A Common Stock, par value $.01 per share

The Nasdaq Stock Market LLC   Securities registered pursuant to Section 12(g) of the
    Act:
 Series B Common Stock, par value $.01 per share
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated filer o

Accelerated filer þ

Non-accelerated filer o

Smaller reporting company o(Do not check if a smaller reporting company)   Rule 12b-2 o þ




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##### Table of Contents





EXPLANATORY
    NOTE
  Form 10-K/A Form 10-K/A Form 10-K Form 10-K Form 10-K SEC Form 10-K.
  Rule 12b-15, Rule 13a-14(a)/15(d)-14(a) Form 10-K
  Form 10-K/A Form 10-K, Form 10-K,




---



##### 



ASCENT
    MEDIA CORPORATION
    2009 ANNUAL REPORT ON
    FORM 10-K/A
    (Amendment No. 1)
    Table of Contents
   
 Part IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


3Item 11.


Executive Compensation


7Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


24Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


28Item 14.


Principal Accounting Fees and Services


29PART IVItem 15.


Exhibits and Financial Statement Schedules


30Signatures


31Exhibit Index


32EX-31.4EX-31.5EX-31.6   2




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##### Table of Contents



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance.  Directors
    and Executive Officers
    William
    R. Fitzgerald
  
    Professional Background:  A director of our
    company since September 2008. Mr. Fitzgerald is Chairman of
    the Board and Chief Executive Officer of our company.
    Mr. Fitzgerald has served as Chairman of Ascent Media
    Group, Inc., a predecessor of Ascent Media Group, LLC, our
    principal operating subsidiary (AMG), since
    July 2000. Mr. Fitzgerald has also served as a Senior Vice
    President of Liberty Media Corporation (Liberty
    Media), a media and communications company, since July
    2000. Prior to joining Liberty Media, Mr. Fitzgerald served
    as Executive Vice President and Chief Operating Officer,
    Operations Administration for AT&T Broadband (formerly
    known as Tele-Communications, Inc. (TCI)), a
    cable television company, from 1999 to 2000 and was Executive
    Vice President and Chief Operating Officer of TCI
    Communications, Inc. from 1998 to 1999.
    Other Public Company
    Directorships:  Mr. Fitzgerald has served as
    a director of Expedia, Inc. since March 2006. In addition,
    Mr. Fitzgerald served as a director of Cablevision Systems
    Corporation from 1999 to 2000.
    Age: 52
    Board Membership:  Mr. Fitzgerald brings
    to our board 30 years of experience in the media and
    telecommunications industries. He has an in-depth understanding
    of our operating business and the history of our organization
    coupled with significant executive and leadership experience.  Philip J.
    Holthouse
  
    Professional Background:  A director of our
    company since September 2008. Mr. Holthouse is a partner
    with Holthouse Carlin & Van Trigt LLP, where he
    provides tax planning and tax consulting services for privately
    held businesses and high net-worth individuals primarily in the
    real estate, entertainment and service industries.
    Other Public Company
    Directorships:  Mr. Holthouse served on the
    board and audit committee of Napster, Inc. from January 2004 to
    October 2008.
    Age: 51
    Board Membership:  Mr. Holthouse brings to
    our board experience as a public company director and an audit
    committee member, coupled with an understanding of the
    entertainment and service industries in which we operate. His
    tax and accounting training enables him to provide our board
    with sophisticated financial insight.  John C.
    Malone
  
    Professional Background:  A director of our
    company since January 2010. Mr. Malone has served as the
    Chairman of the Board and a director of Liberty Media since
    1994, as the Chief Executive Officer of Liberty Media from
    August 2005 to February 2006 and as the Chief Executive Officer
    of TCI from January 1994 to March 1997.
    Other Public Company
    Directorships:  Mr. Malone has served as the
    Chairman of the Board of Liberty Global, Inc.
    (LGI) since June 2005 and Chairman of the
    Board of DIRECTV since November 2009. 3




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##### Table of Contents



Previously, he served as Chairman of the Board of LGIs
    predecessor, Liberty Media International, Inc., from March 2004
    to June 2005, as Chairman of the Board of DIRECTVs
    predecessor, The DIRECTV Group, Inc., from February 2008 to
    November 2009 and as Chairman of the Board of TCI from November
    1996 until March 1999. He has served as a director of
    Discovery Communications Inc. since September 2008 and served as
    Chairman of the Board of its predecessor, Discovery Holding
    Corporation (DHC), from March 2005 to
    September 2008, and as a director of DHC from May 2005 to
    September 2008. Mr. Malone has served as a director of
    (i) InterActiveCorp since May 2006, (ii) Expedia, Inc.
    since August 2005, (iii) Sirius XM Radio Inc.
    (Sirius) since April 2009 and (iv) Live
    Nation Entertainment, Inc. since January 2010. Mr. Malone
    served as a director of (i) the Bank of New York Company, Inc.
    from June 2005 to April 2007, (ii) Cablevision Systems
    Corp. from March 2005 to June 2005 and
    (iii) UnitedGlobalCom, Inc. from January 2002 to June 2005.  
    Age: 69
    Board Membership:  Mr. Malone, as
    President of TCI, co-founded Liberty Media and is considered one
    of the preeminent figures in the media and telecommunications
    industry. He is well known for his sophisticated problem solving
    and risk assessment skills and provides our board with executive
    leadership experience and long-term vision.  Brian C.
    Mulligan
  
    Professional Background:  A director of our
    company since September 2008. Mr. Mulligan is the vice
    chairman of the media and telecom group of Deutsche Bank
    Securities. From February 2005 through August 2009,
    Mr. Mulligan was chairman of Brooknol Advisors, LLC, an
    advisory and investment firm specializing in media and
    entertainment. From April 2004 through January 2005,
    Mr. Mulligan was a senior executive advisor 
    media and entertainment with Cerberus Capital Management, L.P.,
    an investment firm. From September 2002 to March 2004,
    Mr. Mulligan was a founder of and principal with Universal
    Partners, a group formed to acquire Universal Entertainment.
    Prior to that, Mr. Mulligan held various senior-level
    positions, including senior executive advisor with The Boston
    Consulting Group, Inc., chairman for Fox Television, Inc., chief
    financial officer of The Seagram Company Ltd., an entertainment
    and beverage company, co-chairman of Universal Pictures, Inc.,
    executive vice president of operations at Universal
    Entertainment and executive vice president  corporate
    development and strategy at MCA Inc., an entertainment and media
    conglomerate.
    Other Public Company
    Directorships:  Mr. Mulligan served on the
    board of Napster, Inc. from March 2003 to October 2008 and was a
    director of AMG from December 2002 to September 2003.
    Age: 50
    Board Membership:  Mr. Mulligan brings to
    our board extensive executive experience in the entertainment
    and media sector coupled with financial expertise and the
    perspective of an investment banker. In addition, having
    previously served as a director of AMG, he has an understanding
    of our operating business and the history of our organization.  William
    E. Niles
  
    Professional Background:  Mr. Niles has
    served as Executive Vice President and General Counsel of AMG
    since January 2002, and, since the spin-off of our company from
    DHC in September 2008 (which we refer to as the
    spin-off), has also served as Executive Vice
    President and General Counsel of our company. From August 2006
    through February 2008, Mr. Niles was a member of AMGs
    executive committee. Prior to 2002, Mr. Niles was a senior
    executive handling legal and business affairs within AMG and its
    predecessor companies.
    Age: 46 4




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John A.
    Orr
  
    Professional Background:  Mr. Orr has
    served as Senior Vice President, Corporate Development, of our
    company since September 2008. Mr. Orr worked with Liberty
    Media from August 1996 until December 2008, spearheading
    numerous acquisition opportunities and serving most recently as
    Vice President of Investor Relations from 2003 until December
    2008.
    Age: 47  George C.
    Platisa
  
    Professional Background:  Mr. Platisa has
    served as Executive Vice President and Chief Financial Officer
    of AMG since May 2001, and, since the spin-off, has also served
    as Executive Vice President and Chief Financial Officer of our
    company. From August 2006 through February 2008,
    Mr. Platisa was a member of AMGs executive committee.
    Age: 53  Michael
    J. Pohl
  
    Professional Background:  A director of our
    company since September 2008. Mr. Pohl serves as an advisor
    to companies in the technology, media and telecommunications
    industries. From December 2008 through April 2009, Mr. Pohl
    served as a consultant to ARRIS Group, Inc., a communications
    technology company specializing in the design and engineering of
    broadband networks, where he served as the interim Vice
    President and General Manager of the On Demand Systems Division
    from December 2007 through December 2008. Mr. Pohl was
    President of Global Strategies at C-COR Incorporated from
    January 2005 to December 2007, when C-COR Incorporated was
    acquired by ARRIS Group, Inc. Mr. Pohl served as the
    President and Chief Executive Officer of nCUBE Corporation from
    1999 to 2005.
    Other Public Company
    Directorships:  Mr. Pohl has served on the
    board and compensation committee of BigBand Networks, Inc.
    (BigBand) since May 2009 and on its audit
    committee since June 2009. In addition, Mr. Pohl was
    appointed as Chairman of the Board of BigBand in February 2010.
    Age: 58
    Board Membership:  Mr. Pohl brings to our
    board valuable technological insight and 25 years of
    extensive experience in the media and telecommunications
    industries. His management experience and financial expertise is
    complemented by his knowledge of applied sciences.  Jose A.
    Royo
  
    Professional Background:  A director of our
    company since September 2008. Mr. Royo has served as
    President and Chief Executive Officer of AMG since February
    2008, and since the spin-off, has also served as President and
    Chief Operating Officer of our company. From July 2001 until his
    appointment as CEO, Mr. Royo served in various positions at
    AMG, including Vice President of the New Products Division,
    Senior Vice President of the Digital Services Group, and Chief
    Technology Officer.
    Other Public Company Directorships:  None.
    Age: 44
    Board Membership:  Mr. Royo brings to our
    board an intimate knowledge of our business and our technology
    which was acquired as he rose through the management ranks of
    our company. Considered a true leader in our organization, his
    experience assists our board in formulating strategic
    alternatives and creating a long-term vision. 5




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Carl E.
    Vogel
  
    Professional Background:  A director of our
    company since December 2009. Mr. Vogel is currently a
    Senior Advisor to DISH Networks Corporation
    (DISH), a publicly-traded company providing
    pay-TV
    services, and served as President of DISH from September 2006
    until February 2008 and Vice Chairman of DISH from June 2005
    until March 2009. Mr. Vogel is also a partner of SCP
    Worldwide LLC, a sports, media and entertainment company that
    owns and operates a variety of companies including the
    St. Louis Blues of the National Hockey League and Real Salt
    Lake of Major League Soccer. From October 2007 until March 2009,
    Mr. Vogel served as a Senior Advisor to EchoStar
    Corporation (EchoStar), a publicly-traded
    company in the digital set-top box and satellite services
    businesses. From 2001 until 2005, Mr. Vogel served as the
    President and CEO of Charter Communications Inc.
    (Charter), a publicly-traded company
    providing cable television and broadband services. Prior to
    joining Charter, Mr. Vogel worked as an executive officer
    in various capacities for companies affiliated with Liberty
    Media. Mr. Vogel held various executive positions with DISH
    from 1994 until 1997, including serving as the President from
    1995 until 1997.
    Other Public Company
    Directorships:  Mr. Vogel has served on the
    board of DISH since May 2005. In addition Mr. Vogel is
    serving on the board of directors and audit committees of Shaw
    Communications, Inc., Universal Electronics Inc. and NextWave
    Wireless Inc. Mr. Vogel is also currently serving as the
    chair of NextWave Wireless Inc.s audit committee. From
    October 2007 until March 2009, Mr. Vogel served as the Vice
    Chairman of the board of directors of EchoStar. From October
    2001 to January 2005, Mr. Vogel served on the board of
    Charter.
    Age: 52
    Board Membership:  Mr. Vogel brings to our
    board of directors extensive executive leadership experience and
    board experience in the media and telecommunications industries,
    along with professional accounting and financial expertise.    Section 16(a)
    Beneficial Ownership Reporting Compliance
      Code of
    Ethics
  www.ascentmediacorporation.com/Business-Conduct-Compliance-Programs.aspx
  Audit
    Committee and Audit Committee Financial Expert
   6




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##### Table of Contents



Risk
    Assessment in Compensation Programs
    Item 11.
    Executive
    Compensation    
    William R. Fitzgerald;
    George C. Platisa;
    William E. Niles;
    John A. Orr; and
    Jose A. Royo.  named executive officers
  Compensation
    Discussion and Analysis
  Overview
    Objectives
    
    attracting and retaining executive managers with the industry
    knowledge, skills, experience and talent to help our company
    attain its strategic objectives and build long-term company
    value;
    emphasizing variable performance-based compensation components,
    which include equity-based compensation, by linking individual
    compensation with corporate operating metrics as well as
    individual professional achievements;
    aligning the interests of management of our company with the
    interests of our shareholders; and
    aligning the interests of management of AMG with the interests
    of our shareholders. 7




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Principles
    
    Competitive Positioning.  We believe that our
    executive compensation program must provide compensation to our
    named executive officers that is both reasonable in relation to,
    and competitive with, the compensation paid to similarly
    situated employees of companies in our industry and companies
    with which we compete for talent. These companies include major
    motion picture studios, broadcast and cable programmers,
    numerous independent creative services providers, technology
    suppliers and companies in various industries that operate or
    manage data and communications networks. See
     Setting Executive Compensation below.
    Pay for Performance Philosophy.  We
    believe our compensation program should align the interests of
    our named executive officers with the interests of our company
    and our shareholders by strengthening the link between pay and
    company and individual performance. Variable compensation,
    including plan-based awards, may represent a significant portion
    of the total compensation mix for our named executive officers.  Role
    of Chief Executive Officer in Compensation
    Decisions
    Setting
    Executive Compensation
  business-to-business
  Activision Blizzard

Akamai TechnologiesCrown Media Holdings

DreamWorks AnimationHughes Communications

Liberty Media CorporationLions Gate Entertainment

NavarrePalm

RealNetworksSchawk

Take-Two Interactive SoftwareValueClick

VeriSign     Elements
    of 2009 Executive Compensation
    
    base salary;
    bonus or non-equity incentive compensation;
    equity incentive compensation; and
    limited perquisites and personal benefits. 8




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Base
    Salary
    Bonus
    Non-Equity
    Incentive Compensation
  MIP. MIP
  LTIP. LTIP phantom
    appreciation rights PARs
  Value Free Cash Flow
    Component Company Value
    Component
 9




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
    the aggregate EBITDA of AMG;
    less the sum of the capital expenditures of AMG for such year;
    plus the aggregate cash amount actually expended by AMG for such
    year for payment of taxes other than federal or state income
    taxes;
    plus the portion of any debt service payments allocable to
    interest on any outstanding debt of AMG for such year.    
    7.5 times the aggregate EBITDA of AMG for the calendar year last
    ended, excluding for this purpose EBITDA under certain long-term
    networks services contracts (which we refer to as the
    Value EBITDA Component); plus
    the present value of the free cash flow projected to be
    generated over the life of such long-term networks services
    contracts, using a 10% discount rate (which we refer to as the
    Value FCF Component);  Value
    Additional Adjustments Component
  LTIP Amendment AH Distributions
  Name

February 2009

August 2009

February 2010

August 2010

February 2011

TotalWilliam E. Niles

$
418,000


$
83,600














$
501,600George C. Platisa

$
418,000


$
83,600














$
501,600Jose A. Royo

$
295,398


$
74,550


$
25,783


$
25,783


$
25,783


$
447,297     August 2006 Grants February 2008 Grant
   10




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##### Table of Contents



36-month
  Payment Date
    Equity
    Incentive Compensation
    incentive plan SARs
   11




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##### Table of Contents



Perquisites
    and Personal Benefits
    Relocation
    Assistance and Related Tax
    Gross-Up
  gross-up
  Changes
    to Compensation Programs for 2010
    Summary
    Compensation Table
    
    following the date of our spin-off, by us directly;
    following the date of our spin-off, to Mr. Fitzgerald and
    Mr. Orr by Liberty Media for which we reimbursed Liberty
    Media pursuant to the terms of the Services Agreement, dated as
    of July 21, 2005 (which we refer to as the
    services agreement), between DHC and Liberty
    Media, which was assigned by DHC to our company in connection
    with the spin-off;
    prior to the date of the spin-off, to Mr. Fitzgerald by
    Liberty Media, to the extent allocated to services provided by
    Mr. Fitzgerald to DHC and its subsidiaries, including AMG,
    under the services agreement; and
    to Messrs. Niles, Platisa and Royo, by AMG. 12




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SUMMARY
    COMPENSATION TABLE
  Non-EquityStock

Option

Incentive Plan

All OtherName and Principal Position

Year

Salary

Bonus

Awards(1)(2)

Awards(1)

Compensation(3)

Compensation

TotalWilliam R. Fitzgerald


2009


$
426,248
(4)

















$
5,384
(5)(9)

$
431,632Chairman and Chief


2008


$
415,188
(6)

$
59,108


$
1,999,999


$
3,789,884






$
30,707
(6)

$
6,294,886Executive Officer


2007


$
332,500
(6)

















$
49,875
(6)

$
382,375William E. Niles


2009


$
509,845










$
336,655






$
8,770
(9)

$
855,270Executive Vice


2008


$
488,842














$
687,663
(7)(8)

$
8,501
(9)

$
1,185,006President, General


2007


$
440,000














$
143,320
(7)

$
7,948
(9)

$
591,268Counsel and SecretaryJohn A. Orr


2009


$
321,250


$
125,000














$
1,826
(9)

$
448,076Senior Vice President


2008


$
83,389


$
54,844


$
799,993


$
1,432,356






$
11,119
(6)

$
2,381,7012007



























George C. Platisa


2009


$
509,845










$
336,655






$
10,320
(9)

$
856,820Executive Vice


2008


$
490,323














$
680,872
(7)(8)

$
9,951
(9)

$
1,181,146President and Chief


2007


$
475,000














$
147,595
(7)

$
9,484
(9)

$
632,079Financial OfficerJose A. Royo


2009


$
623,077










$
504,983






$
8,886
(9)

$
1,136,946President and Chief


2008


$
563,846














$
661,908
(7)(8)

$
1,377
(9)

$
1,227,131Operating Officer


2007


$
337,731
(10)













$
77,006
(7)

$
372
(9)

$
415,109     (1)
    
    The aggregate grant date fair value of stock awards and option
    awards has been computed in accordance with FASB ASC Topic 718,
    but (pursuant to SEC regulations) without reduction for
    estimated forfeitures. For a description of the assumptions
    applied in these calculations, see Note 12 to our
    consolidated financial statements for the year ended
    December 31, 2009 (which are included in our Annual Report
    on
    Form 10-K
    as filed with the SEC on March 12, 2010).(2)
    
    Does not include restricted stock awards granted in March 2010
    for services rendered in 2009. See
     Compensation Discussion and
    Analysis  Elements of 2009 Executive
    Compensation  Equity Incentive Compensation
    above.(3)
    
    Amounts granted pursuant to the LTIP (which include PARs and the
    AH Distributions) represent Non-Equity Incentive Plan
    Compensation. Because the Value of each PAR granted to our named
    executive officers does not exceed the initial Value of such
    PARs, as of December 31, 2009, the PAR Value of each such
    PAR, as of December 31, 2009, is zero. Accordingly, no
    amounts are recorded in the Summary Compensation Table
    reflecting the value of any outstanding PARs held by our named
    executive officers. The full amounts of the AH Distributions
    (including future payments) are recorded in the Summary
    Compensation Table. See footnote (7) below.(4)
    
    Includes amounts for Mr. Fitzgeralds salary for
    January 2009 paid to Liberty Media pursuant to the services
    agreement.(5)
    
    Includes amounts paid to Mr. Fitzgerald for tax preparation
    fees.(6)
    
    Includes amounts paid by our company and/or DHC, as applicable,
    to Liberty Media pursuant to the services agreement for portions
    of the applicable officers salary and benefits.(7)
    
    Includes, as applicable, the following amounts paid pursuant to
    the MIP:  Amounts ($)Name

2008

2007William E. Niles


186,063



143,320George C. Platisa


179,272



147,595Jose A. Royo


214,611



77,006   (8)
    
    Includes, as applicable, the following amounts paid, and to be
    paid, as AH Distributions:  Name

Amounts ($)William E. Niles


501,600George C. Platisa


501,600Jose A. Royo


447,297  13




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##### Table of Contents



(9)
    
    Includes the following matching contributions to the applicable
    named executive officers 401(k) account:  Amounts ($)Name

2009

2008

2007William E. Niles


8,250



7,750



7,500George C. Platisa


9,800



9,200



9,000John A. Orr


1,498







Jose A. Royo


8,250







     Amounts ($)Name

2009

2008

2007William R. Fitzgerald


384







William E. Niles


520



751



448John A. Orr


328







George C. Platisa


520



751



484Jose A. Royo


636



1,377



372   (10)
    
    Includes $10,231 paid to retroactively increase
    Mr. Royos salary for the year ended December 31,
    2006.  Employment
    Agreements
    Term
    Base
    Salary
    Bonus
    Equity
    Incentive Awards
   14




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##### Table of Contents



Non-Equity
    Incentive Awards
    Termination
  Change-in-Control
  Gross-Up
  gross-up
  Effect
    on Prior Arrangements
      Grants of
    Plan-Based Awards
    All Other OptionAwards: Number ofSecurities

Exercise or Base

Grant Date FairUnderlying Options

Price of Option

Value of Stock andName

Grant Date

(#)(1)

Awards ($)

Option Awards ($)William R. Fitzgerald














William E. Niles


1/16/2009



27,640


$
25.09


$
336,655John A. Orr














George C. Platisa


1/16/2009



27,640


$
25.09


$
336,655Jose A. Royo


1/16/2009



41,460


$
25.09


$
504,983     (1)
    
    Vests quarterly over 4 years from grant date. See
     Compensation Discussion and Analysis 
    Elements of 2009 Executive Compensation  Equity
    Incentive Compensation above. 15




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##### Table of Contents



Outstanding
    Equity Awards at Fiscal Year-End
    Option Awards

Stock AwardsNumber of

Number ofSecurities

SecuritiesUnderlying

Underlying







Market Value ofUnexercised

Unexercised

Option

Option

Number of Shares or

Shares or Units ofOptions-

Options-

Exercise

Expiration

Units of Stock That

Stock That Have NotName

Exercisable

Unexercisable

Price ($)

Date

Have Not Vested (#)

Vested ($)William R. FitzgeraldOption AwardsSeries A


86,763



260,296
(1)

$
21.81



9/17/2018







Stock AwardsSeries A


















63,045
(3)


$1,609,539William E. NilesOption AwardsSeries A


5,181



22,459
(2)

$
25.09



1/16/2019







Stock AwardsSeries A






















John A. OrrOption AwardsSeries A


30,448



91,351
(1)

$
23.16



9/17/2018







Stock AwardsSeries A


















23,748
(3)


$606,286George C. PlatisaOption AwardsSeries A


5,181



22,459
(2)

$
25.09



1/16/2019







Stock AwardsSeries A






















Jose A. RoyoOption AwardsSeries A


7,773



33,687
(2)

$
25.09



1/16/2019







Stock AwardsSeries A






















     (1)
    
    Vests quarterly over five years from September 17, 2008.(2)
    
    Vests quarterly over four years from January 16, 2009.(3)
    
    Vests quarterly over four years from September 17, 2008. 16




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##### Table of Contents



Option
    Exercises and Stock Vested
      Stock AwardsNumber of SharesAcquired on Vesting

Value Realized onName

(#)(1)

Vesting ($)William R. FitzgeraldSeries A


22,925


$
583,270John A. OrrSeries A


8,635


$
219,697     (1)
    
    Includes shares withheld in payment of withholding taxes at
    election of holder.  Potential
    Payments Upon Termination or
    Change-in-Control
    Change
    of Control
    Ascent Permitted Holder
  12-month
  12-month
  12-month
       17




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##### Table of Contents



Termination
    for Cause
    Termination
    Without Cause
        
    if termination occurs prior to a change of control, as defined
    in the employment agreement, the product of 2 (in the case of
    Mr. Fitzgerald) or 1 (in the case of Mr. Orr) times
    the sum of (A) the named executive officers base
    salary (B) plus the named executive officers minimum
    target bonus (equal to 75%, in the case of Mr. Fitzgerald,
    or 50%, in the case of Mr. Orr, of the named executive
    officers base salary); or
    if termination occurs concurrently with or following such a
    change of control, the product of 2.5 (in the case of
    Mr. Fitzgerald) or 1.5 (in the case of Mr. Orr) times
    the sum of (A) the named executive officers base
    salary (B) plus the named executive officers minimum
    target bonus (equal to 75%, in the case of Mr. Fitzgerald,
    or 50%, in the case of Mr. Orr, of the named executive
    officers base salary);            
    if termination occurs prior to a change of control, as defined
    in the employment agreement, the named executive officers
    base salary times 2.0; or
    if termination occurs concurrently with or following such a
    change of control, the product of 2.5 times the sum of
    (A) the named executive officers base salary and
    (B) an amount equal to the named executive officers
    average bonus award under the MIP for the preceding two years
    (or, if greater, 60% of the named executive officers
    target award under the MIP for the year of termination), in each
    case calculated as a percentage of base salary and applied to
    the named executive officers then current base salary;    
    if termination occurs prior to a change of control, as defined
    in the employment agreement, and (i) on a date that is on
    or prior to June 30 of the calendar year in which the
    termination occurs, an amount equal to the product of the named
    executive officers base salary for the year of termination
    multiplied by the named executive officers average bonus
    award under the MIP 18




---



##### Table of Contents



for the preceding two years, calculated as a percentage of base
    salary and applied to the named executive officers then
    current base salary (or, if greater, 60% of the named executive
    officers target award under the MIP for the year of
    termination), in each case calculated as a percentage of base
    salary, or (ii) on a date that is after June 30 of such
    calendar year, the greater of the amount determined in item
    (i) above or an amount equal to the named executive
    officers actual bonus award under the MIP for the
    applicable year, in each case prorated to the date of
    termination; or  
    if termination occurs concurrently with or following such change
    of control, an amount equal to the named executive
    officers average bonus award under the MIP for the
    preceding two years (or, if greater, 60% of the named executive
    officers target award under the MIP for the year of
    termination), in each case calculated as a percentage of base
    salary and applied to the named executive officers then
    current base salary, prorated to the date of
    termination; and    Termination
    with Good Reason
    
    in the case of Mr. Fitzgerald, a material reduction in base
    salary, a material reduction in Mr. Fitzgeralds
    responsibilities with our company, a material change in the
    office or location at which Mr. Fitzgerald is required to
    perform services and a material breach by our company of any
    provision in the Fitzgerald Employment Agreement;
    in the case of Mr. Orr, a material reduction in base salary
    and a material breach by our company of any provision of the Orr
    Employment Agreement; and
    in the case of Messrs. Niles, Platisa and Royo, a reduction
    in base salary, a breach by AMG of any material term of the
    applicable employment agreement, the relocation of the
    applicable named executive officers principal place of
    employment by more than 35 miles and the failure of the
    parties to negotiate a new, mutually acceptable employment
    agreement following a change of control.  Death
    or Disability
            24-month
 19




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##### Table of Contents



Non-Renewal
    LTIP
    
    the grantee will become 100% vested in such grantees PARs
    as of the date of such change of control; and
    the grantee will be deemed to have exercised such grantees
    PARs as of the date of such change of control, with the
    applicable PAR Value to be determined by the LTIP committee in
    good faith based on the fair market value of the net proceeds
    received in connection with the change of control.    Incentive
    Plan
   20




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##### Table of Contents



Benefits
    Payable Upon Termination
    TerminationTermination

Without Cause orWithout Cause or

for Good ReasonVoluntary

Termination

for Good Reason

(No Change inName

Termination

for Cause

(Change in Control)

Control)

Death

DisabilityWilliam R. FitzgeraldSeverance









$
1,863,750


$
1,491,000


$
852,000


$
852,000Bonus






















Restricted Stock









$
1,609,539






$
1,609,539


$
1,609,539Options

$
322,766






$
1,291,059


$
322,766


$
1,291,059


$
1,291,059Total

$
322,766






$
4,764,348


$
1,813,766


$
3,752,598


$
3,752,598William E. NilesSeverance









$
1,661,421


$
982,000


$
245,500


$
245,500Bonus









$
173,569


$
173,569







Restricted Stock






















Options

$
2,281






$
12,162


$
2,281


$
12,162


$
12,162Total

$
2,281






$
1,847,152


$
1,157,850


$
257,662


$
257,662John A. OrrSeverance









$
731,250


$
487,500







Bonus






















Restricted Stock









$
606,286






$
606,286


$
606,286Options

$
72,167






$
288,664


$
72,167


$
288,664


$
288,664Total

$
72,167






$
1,626,200


$
559,667


$
894,950


$
894,950George C. PlatisaSeverance









$
1,643,009


$
982,000


$
245,500


$
245,500Bonus









$
166,204


$
166,204







Restricted Stock






















Options

$
2,281






$
12,162


$
2,281


$
12,162


$
12,162Total

$
2,281






$
1,821,375


$
1,150,485


$
257,662


$
257,662Jose A. RoyoSeverance









$
1,956,750


$
1,200,000


$
1,133,784


$
1,133,784Bonus









$
182,700


$
182,700







Restricted Stock






















Options

$
3,421






$
18,242


$
3,421


$
18,242


$
18,242Total

$
3,421






$
2,157,692


$
1,386,121


$
1,152,026


$
1,152,026   PARs.
  Number of Pars HeldThat Would Have VestedNumber of Pars Held


As of December 31,That had Vested as of


2009 Assuming a ChangeName

December 31, 2009


of ControlWilliam R. Fitzgerald






William E. Niles


60,000



60,000John A. Orr






George C. Platisa


60,000



60,000Jose A. Royo


58,333



70,000  21




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##### Table of Contents



Compensation
    of Directors
    Director Fees.
  Director Plan. director plan director awards
    2009 Equity Grants.
  Director
    Compensation Table
    Fees Earned or Paid

Stock AwardsName

in Cash ($)

($)(1)(2)

Total ($)Philip J. Holthouse

$
55,000


$
100,009


$
155,009Brian C. Mulligan

$
55,000


$
100,009


$
155,009Michael J. Pohl

$
55,000


$
100,009


$
155,009Carl E. Vogel

$
4,219


$
95,022


$
99,241     (1)
    
    The aggregate grant date fair value of stock awards has been
    computed in accordance with FASB ASC Topic 718, but (pursuant to
    SEC regulations) without reduction for estimated forfeitures.
    For a description of the assumptions applied in these
    calculations, see Note 12 to our consolidated financial
    statements for the year ended December 31, 2009 (which are
    included in our Annual Report on
    Form 10-K
    as filed with the SEC on March 12, 2010). 22




---



##### Table of Contents



(2)
    
    As of December 31, 2009, our non-employee directors held
    the following stock incentive awards:  Philip J. Holthouse

Brian C. Mulligan

Michael J. Pohl

Carl E. VogelOptionsSeries A


11,030



11,030



11,030



Restricted StockSeries A


4,604



4,604



4,604



3,830   Compensation
    Committee Interlocks and Insider Participation
    Compensation
    Committee Report
    Submitted by the Members of the Compensation Committee
  Philip J. Holthouse
 Brian C. Mulligan
 Michael J. Pohl
 23




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##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.  Security
    Ownership of Certain Beneficial Owners
      Amount andNature ofName and Address

Title of

Beneficial

Percent of

Votingof Beneficial Owner

Class

Ownership

Class

PowerRobert R. Bennett

Series A


17,980
(1)(2)(3)


*



3.8
%c/o Liberty
    Media Corporation

Series B


76,212
(1)(2)


10.4
%12300 Liberty Boulevard
    Englewood, CO 80112BlackRock, Inc.

Series A


1,184,307
(4)


8.8
%


5.7
%40 East 52nd Street
    New York, NY 10022FMR LLC

Series A


857,185
(5)


6.4
%


4.1
%82 Devonshire Street
    Boston, MA 02109Mario J. Gabelli

Series A


1,177,969
(6)


8.8
%


5.7
%c/o GAMCO
    Investors, Inc.
    One Corporate Center
    Rye, NY 10580T. Rowe Price Associates, Inc.

Series A


873,977
(7)


6.5
%


4.2
%100 E. Pratt Street
    Baltimore, MD 21202     *
    
    Less than one percent.(1)
    
    Based upon the Schedule 13D filed on February 22, 2010
    by Robert R. Bennett, which states that Mr. Bennett has
    sole voting power and sole dispositive power over
    17,980 shares of Series A common stock and
    76,212 shares of Series B common stock.(2)
    
    Includes 12,472 shares of Series A Common Stock and
    76,210 shares of Series B common stock jointly held by
    Mr. Bennett and his wife, Deborah Bennett. Also includes
    5,491 shares of Series A Common Stock and
    2 shares of Series B Common Stock owned by Hilltop
    Investments, LLC, which is jointly owned by Mr. Bennett and
    his wife, Deborah Bennett.(3)
    
    Does not include beneficial ownership of shares of our
    Series A common stock issuable upon exercise of conversion
    rights relating to shares of our Series B common stock held
    by Mr. Bennett.(4)
    
    Based upon the Schedule 13G filed on January 29, 2010
    by BlackRock, Inc., which states that BlackRock, Inc., a parent
    holding company, has sole voting power and sole dispositive
    power over 1,184,307 shares. All shares covered by the
    Schedule 13G are held by subsidiaries of BlackRock, Inc.(5)
    
    Based upon Amendment No. 1 to Schedule 13G filed on
    February 16, 2010 by FMR LLC, a parent holding company
    (FMR). Fidelity Management &
    Research Company, a wholly-owned subsidiary of FMR, is the
    beneficial owner of 781,124 shares as a result of acting as
    an investment adviser. Strategic Advisers, Inc., a wholly-owned
    subsidiary of FMR (SAI), is the beneficial
    owner of 11 shares as a result of acting as an investment
    adviser. Pyramis Global Advisors Trust Company, an indirect
    wholly-owned subsidiary of FMR 24




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##### Table of Contents



(PGATC), is the beneficial owner of
    76,050 shares as a result of acting as an investment
    manager. The Schedule 13G states that FMR has sole voting
    power over the 76,061 shares beneficially owned by SAI and
    PGATC and sole dispositive power over 857,185 shares.(6)
    
    Based upon Amendment No. 9 to Schedule 13D filed on
    March 15, 2010 by Gabelli Funds, LLC, GAMCO Asset
    Management Inc., Gabelli Securities, Inc., Teton Advisors, Inc.,
    Gabelli Foundation, Inc., GGCP, Inc., GAMCO Investors, Inc. and
    Mario J. Gabelli (whom we collectively refer to as the
    Gabelli Reporting Persons). In addition to
    shares of our Series A common stock held directly by
    Mr. Gabelli, Mr. Gabelli is deemed to have beneficial
    ownership of those shares of our common stock held by the other
    Gabelli Reporting Persons. The Schedule 13D states that
    Mr. Gabelli has sole voting power and sole dispositive
    power over 1,300 shares.(7)
    
    Based upon Amendment No. 2 to Schedule 13G filed on
    February 12, 2010 by T. Rowe Price, an investment advisor,
    which states that T. Rowe Price has sole voting power over
    241,429 shares and sole dispositive power over
    873,977 shares. T. Rowe Price is deemed the beneficial
    owner of such shares as a result of acting as an investment
    advisor. 25




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##### Table of Contents



Security
    Ownership of Management
    one-for-one
  Amount andNature ofTitle of

Beneficial

Percent of


VotingName of Beneficial Owner

Class

Ownership

Class


PowerWilliam R. Fitzgerald

Series A


192,083
(1)(2)


1.4
%


*Chairman of the Board and Chief

Series B






Executive OfficerPhilip J. Holthouse

Series A


13,468
(1)(2)(3)


*



*Director

Series B






John C. Malone

Series A


150,617
(4)(5)(6)


1.1
%


30.5
%Director

Series B


618,525
(4)(5)


84.3
%Brian C. Mulligan

Series A


13,448
(1)(2)


*



*Director

Series B






William E. Niles

Series A


10,410
(1)(2)


*



*Executive Vice President,

Series B






General Counsel and SecretaryJohn A. Orr

Series A


67,548
(1)(2)


*



*Senior Vice President

Series B






George C. Platisa

Series A


10,410
(1)(2)


*



*Executive Vice President and Chief

Series B






Financial OfficerMichael J. Pohl

Series A


13,448
(1)(2)


*



*Director

Series B






Jose A. Royo

Series A


16,502
(1)(2)


*



*President, Chief Operating Officer

Series B






and DirectorCarl E. Vogel

Series A


3,830
(1)


*



*Director

Series B






All directors and executive officers as a group (10 persons)

Series A


491,764
(1)(2)(3)


3.6
%


31.8
%(4)(5)(6)Series B


618,525
(4)(5)


84.3
%  26




---



##### Table of Contents



*
    
    Less than one percent(1)
    
    Includes, as applicable, the following restricted shares of our
    Series A common stock which remain subject to vesting as of
    March 31, 2010:  Name

Restricted SharesWilliam R. Fitzgerald


61,570Philip J. Holthouse


3,958Brian C. Mulligan


3,958William E. Niles


1,330John A. Orr


21,590George C. Platisa


1,330Michael J. Pohl


3,958Jose A. Royo


2,660Carl E. Vogel


3,352   (2)
    
    Includes, as applicable, beneficial ownership of the following
    shares of our Series A common stock that may be acquired
    upon exercise of stock options that are exercisable within
    60 days of March 31, 2010:  Name

Option SharesWilliam R. Fitzgerald


104,115Philip J. Holthouse


8,271Brian C. Mulligan


8,271William E. Niles


8,637John A. Orr


36,537George C. Platisa


8,637Michael J. Pohl


8,271Jose A. Royo


12,956   (3)
    
    Includes 20 shares of our Series A common stock owned
    by Mr. Holthouse jointly with his wife.(4)
    
    Includes 26,833 shares of our Series A common stock
    and 17,046 shares of our Series B common stock held by
    Mr. Malones wife, Leslie Malone, as to which shares
    Mr. Malone has disclaimed beneficial ownership.(5)
    
    Includes 16 and 55,317 shares of our Series A common
    stock held by two trusts with respect to which Mr. Malone
    is the sole trustee and, with his wife, retains a unitrust
    interest in the trust. Also includes 2,570 shares of our
    Series A common stock and 9,178 shares of our
    Series B common stock held by two trusts which are managed
    by an independent trustee, of which the beneficiaries are
    Mr. Malones adult children and in which
    Mr. Malone has no pecuniary interest. Mr. Malone
    retains the right to substitute assets held by the trusts but
    has disclaimed beneficial ownership of the shares held by the
    trusts for the benefit of his children.(6)
    
    Includes 1 share of our Series A common stock held by
    an IRA account.  Changes
    in Control
   27




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##### Table of Contents



Securities
    Authorized for Issuance Under Equity Compensation
    Plans
    Number ofSecuritiesRemainingNumber of





Available for FutureSecurities to be





Issuance UnderIssued Upon


Weighted-Average


EquityExercise of


Exercise Price of


CompensationOutstanding


Outstanding


Plans (ExcludingOptions, Warrants


Options, Warrants


Securities ReflectedPlan Category

and Rights


and Rights


in First Column)Equity compensation plans approved by security holders:Ascent Media Corporation 2008 Incentive Plan:










1,288,159
(1)Series A common stock


585,598


$
22.79Series B common stock






Ascent Media Corporation 2008 Non-Employee Director Incentive
    Plan:










447,549
(1)Series A common stock


33,090


$
21.81Series B common stock






Equity compensation plans not approved by security
    holders  None:










Total:










1,735,708
(1)Series A common stock


618,688Series B common stock


     (1)
    
    Each plan permits grants of, or with respect to, shares of our
    Series A common stock or Series B common stock subject
    to a single aggregate limit.  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  Review
    and Approval of Related Party Transactions
  Regulation S-K Regulation S-K
 28




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##### Table of Contents



Transactions
    with Related Persons
  Services
    Agreement with Liberty Media
  out-of-pocket
  Director
    Independence
      Item 14.
    Principal
    Accountant Fees and Services  Audit
    Fees and All Other Fees
    2009


2008Audit fees

$
1,228,444



1,052,352Audit related fees(1)


67,000



Audit and audit related fees


1,295,444



1,052,352Tax fees(2)


224,049



72,847Total fees

$
1,519,493



1,125,199     (1)
    
    Audit related fees consist of audits of financial statements of
    certain employee benefit plans.(2)
    
    Tax fees consist of tax compliance and consultations regarding
    the tax implications of certain transactions.   29




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##### Table of Contents



Policy on
    Pre-Approval of Audit and Permissible Non-Audit Services of
    Independent Auditor
  pre-approved
    services
  
    audit services as specified in the policy, including
    (i) financial audits of our company and our subsidiaries,
    (ii) services associated with our periodic reports,
    registration statements and other documents filed or issued in
    connection with a securities offering (including comfort letters
    and consents), (iii) attestations of our managements
    reports on internal controls and (iv) consultations with
    management as to accounting or disclosure treatment of
    transactions;
    audit related services as specified in the policy, including
    (i) due diligence services, (ii) financial audits of
    employee benefit plans, (iii) consultations with management
    as to accounting or disclosure treatment of transactions not
    otherwise considered audit services, (iv) attestation
    services not required by statute or regulation, (v) certain
    audits incremental to the audit of our consolidated financial
    statements, (vi) closing balance sheet audits related to
    dispositions and (vii) general assistance with
    implementation of SEC rules or listing standards; and
    tax services as specified in the policy, including federal,
    state, local and international tax planning, compliance and
    review services, and tax due diligence.       PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  Exhibits Form 10-K/A and/or Form 10-K
 30




---



##### Table of Contents



SIGNATURES      By
    /s/  William
    E. Niles      31




---



##### Table of Contents



EXHIBIT INDEX  31
.4

Rule 13a-14(a)/15d-14(a)
    Certification*31
.5

Rule 13a-14(a)/15d-14(a)
    Certification*31
.6

Rule 13a-14(a)/15d-14(a)
    Certification*     *
    
    Filed herewith. 32