As filed with the Securities and Exchange Commission on August 10, 2023
Registration No. 333-211245
Registration No. 333-216318
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
Form S-8 Registration Statement
Under the Securities Act of 1933
LIBERTY MEDIA CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware (State or Other Jurisdiction of |
12300 Liberty Boulevard Englewood, Colorado 80112 (Address of Principal Executive Offices) (Zip Code) |
37-1699499 (I.R.S. Employer Identification No.) |
Liberty Media Corporation 2013 Incentive Plan
(Amended and Restated as of March 31, 2015)
Liberty Media Corporation 2013 Nonemployee Director Incentive Plan
(Amended and Restated as of December 17, 2015)
Liberty Media Corporation Transitional Stock Adjustment Plan
(Full title of plan)
Renee L. Wilm Chief Legal Officer & Chief Administrative Officer Liberty Media Corporation 12300 Liberty Boulevard Englewood, Colorado 80112 (720) 875-5400 (Name, Address and Telephone Number, Including Area Code, of Agent for Service) |
Copy to: C. Brophy Christensen O’Melveny & Myers LLP Two Embarcadero Center (415) 984-8700 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer 🗹 | Accelerated filer ¨ |
| Non-accelerated filer ¨ | Smaller reporting company ¨ |
| Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
Liberty Media Corporation, a Delaware corporation (the “Registrant”), is filing this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to deregister certain securities originally registered by the Registrant pursuant to the following Registration Statements (referred to herein as the “Registration Statements”):
| · | Registration Statement on Form S-8, filed with the Securities and Exchange Commission (the “Commission”) on May 9, 2016 (Commission File No. 333-211245) with respect to 2,282,719 shares of the Registrant’s Series A Liberty SiriusXM common stock, par value $0.01 per share, 13,899,460 shares of the Registrant’s Series C Liberty SiriusXM common stock, par value $0.01 per share (“Series C Liberty SiriusXM Shares”), 212,027 shares of the Registrant’s Series A Liberty Braves common stock, par value $0.01 per share, 1,947,037 shares of the Registrant’s Series C Liberty Braves common stock, par value $0.01 per share (“Series C Liberty Braves Shares”), 529,900 shares of the Registrant’s Series A Liberty Formula One common stock, par value $0.01 per share (formerly named Series A Liberty Media common stock, par value $0.01 per share), and 3,407,101 shares of the Registrant’s Series C Liberty Formula One common stock, par value $0.01 per share (formerly named Series C Liberty Media common stock, par value $0.01 per share) (“Series C Liberty Formula One Shares”), thereby registered for offer or sale pursuant to the Liberty Media Corporation 2013 Incentive Plan, as amended (the “2013 Plan”), the Liberty Media Corporation Transitional Stock Adjustment Plan, as amended, and as to certain of the Series C Liberty SiriusXM Shares, Series C Liberty Braves Shares and Series C Liberty Formula One Shares, the Liberty Media Corporation 2013 Nonemployee Director Incentive Plan, as amended. |
| · | Registration Statement on Form S-8, filed with the Commission on February 28, 2017 (Commission File No. 333-216318) with respect to 2,000,000 shares of the Registrant’s Series C Liberty Formula One common stock, par value $.01 per share, thereby registered for offer or sale pursuant to the 2013 Plan. |
The Registrant hereby terminates the effectiveness of each such Registration Statement. As to any securities that had been registered for issuance pursuant to the Registration Statement that remain unissued and unsold at the termination of the Registration Statement, the Registrant hereby removes and withdraws from registration all such securities of the Registrant registered under the Registration Statement that remain unsold as of the date this Post-Effective Amendment.
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-8 and has duly caused this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Englewood, State of Colorado, on August 10, 2023. No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act.
| LIBERTY MEDIA CORPORATION | ||
By: |
/s/ Katherine C. Jewell | |
| Name: | Katherine C. Jewell | |
| Title: | Vice President/Assistant Secretary | |