As filed with the Securities and Exchange Commission on February 28, 2017

 

REGISTRATION NO. 333-215679

 

 

SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 2

TO

 

FORM S-3

 

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

 

 

LIBERTY MEDIA CORPORATION
 (Exact name of Registrant as specified in its charter)

 

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date hereof.

 

If the only securities being registered on this Form are being offered pursuant to dividend reinvestment plans, please check the following box: o

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: x

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. o

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: x

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	o

 

 

 

EXPLANATORY NOTE

 

Deregistration of Securities

 

On January 24, 2017, Liberty Media Corporation (the “Company”) filed a Registration Statement on Form S-3 (Registration No. 333-215679) (as amended, the “Registration Statement”), which automatically became effective upon filing and registered for resale from time to time by the selling stockholders identified therein up to 2,547,788 shares of the Company’s Series C Liberty Formula One common stock, par value $0.01 per share (the “Series C Liberty Formula One Common Stock”).

 

This Post-Effective Amendment No. 2 to the Registration Statement is being filed to deregister the 1,224,367 shares of Series C Liberty Formula One Common Stock registered pursuant to the Registration Statement that remain unsold thereunder as of the date hereof (the “Unsold Securities”).  The Company hereby amends the Registration Statement to deregister and remove from registration under the Registration Statement the Unsold Securities and to terminate the effectiveness of the Registration Statement as of the date hereof.

 

Item 16.  Exhibits And Financial Statement Schedules.

 

Exhibit No.		Description
24.1		Power of Attorney.*

 

* Previously filed.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Englewood, state of Colorado, on February 28, 2017.

 

	LIBERTY MEDIA CORPORATION
	By:	/s/ Craig Troyer
		Name: Craig Troyer
		Title:    Senior Vice President, Deputy General Counsel and Assistant Secretary

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons (which persons constitute a majority of the Board of Directors) in the capacities and on the dates indicated:

 

 

*By:	/s/ Craig Troyer		February 28, 2017
	Craig Troyer
	Attorney-in-Fact

 

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EXHIBIT INDEX

 

Exhibit No.		Description
24.1		Power of Attorney.*

 

* Previously filed.

 

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