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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative 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 Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 2.25% Exch. Sr. Debentures due 2048 (obligation to sell) | (1) (3) | 11/23/2021(1) | C(1)(3) | $ 25,249,000 | (3) | 12/01/2048 | Common Stock | 380,972 | (3) | $ 359,751,000 (1) | D | ||||
| 2.25% Exch. Sr. Debentures due 2048 (obligation to sell) | (2) (3) | 11/24/2021(2) | C(2)(3) | $ 21,119,000 | (3) | 12/01/2048 | Common Stock | 318,656 | (3) | $ 338,632,000 (2) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Liberty Media Corp 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112 |
X | X | ||
| Liberty Media Corporation By: /s/ Brittany A. Uthoff Name: Brittany A. Uthoff Title: Vice President | 11/24/2021 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On November 23, 2021, the election of holders of an aggregate of $25,249,000 in original principal amount of the reporting person's 2.25% exchangeable senior debentures due 2048 (the "Debentures") to exchange such Debentures for cash having a value equal to the current market price of the reference shares attributable to each Debenture exchanged became irrevocable. |
| (2) | On November 24, 2021, the election of holders of an aggregate of $21,119,000 in original principal amount of the Debentures to exchange such Debentures for cash having a value equal to the current market price of the reference shares attributable to each Debenture exchanged became irrevocable. |
| (3) | Currently, the reference shares attributable to each $1,000 original principal amount of Debentures consist of 15.0886 shares of the issuer's common stock, par value $0.01 per share. In connection with such exchanges, the current market price for each reference share will be equal to the average of the daily volume weighted average price of that reference share on the New York Stock Exchange for the 30 trading day period commencing on the fourth trading day following December 1, 2021. The Debentures were called for redemption in full by the reporting person on December 1, 2021. The Debentures are exchangeable solely for cash, at the option of the holder and subject to certain terms and conditions, at any time during the period commencing on September 1, 2021 until the close of business on the second scheduled trading day immediately preceding December 1, 2021. |