UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

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

 

Delaware   37-1699499
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
     
12300 Liberty Boulevard    
Englewood, Colorado   80112
(Address of principal executive offices)   (Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class   Name of each exchange on which
to be so registered   each class is to be registered
Subscription Rights to Purchase Shares of Series C Liberty SiriusXM Common Stock   The NASDAQ Stock Market LLC

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ¨

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-238254
  (if applicable)

 

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

 

 

 

Item 1. Description of Registrant’s Securities to be Registered.

 

The securities to be registered hereby are the transferable subscription rights to purchase shares of Series C Liberty SiriusXM Common Stock (the “Series C Liberty SiriusXM Rights”) of Liberty Media Corporation (the “Registrant”), each of which entitle the holder thereof to purchase shares of Series C Liberty SiriusXM Common Stock, $0.01 par value, of the Registrant. The Registrant has applied to list the Series C Liberty SiriusXM Rights on the Nasdaq Global Select Market under the symbol “LSXMR.”

 

Reference is made to the Registrant’s Registration Statement on Form S-3 (File No. 333-238254), which was filed with the Securities and Exchange Commission on May 14, 2020 and deemed automatically effective upon filing, including the prospectus contained therein (the “S-3”). The description of the Series C Liberty SiriusXM Rights as contained under the caption “The Rights Offering” in the S-3 is hereby incorporated by reference.

 

Item 2. Exhibits.

 

The following exhibits are filed as part of this Registration Statement on Form 8-A.

 

Exhibit No.   Description
     
3.1   Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form 8-A/A filed on January 24, 2017 (File No. 001-35707)).
3.2   Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K as filed on August 6, 2015 (File No. 001-35707)).
4.1   Specimen Certificate for Series C Liberty SiriusXM Common Stock Subscription Rights of the Registrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-3 filed on May 14, 2020 (File No. 333-238254 (the “S-3”)).
4.2   Instructions for use of Series C Liberty SiriusXM Common Stock Subscription Right Certificates of the Registrant (incorporated by reference to Exhibit 4.3 to the S-3).

 

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SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

  Liberty Media Corporation
     
Date: May 14, 2020 By: /s/ Katherine C. Jewell
  Name: Katherine C. Jewell
  Title:

Assistant Vice President and Assistant Secretary

 

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