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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 | ||||||||
Subscription Right (Right to Buy) - LSXMK (5) | $ 25.47 | 05/27/2020 | M | 21,650 | (6) | (7) | Series C Liberty SiriusXM Common Stock | 21,650 | $ 0 | 78,016 | I | By Spouse (2) | |||
Subscription Right (Right to Buy) - LSXMK (5) | $ 25.47 | 05/27/2020 | M | 46,068 | (6) | (7) | Series C Liberty SiriusXM Common Stock | 46,068 | $ 0 | 250,974 (8) | I | John C. Malone June 2003 Charitable Remainder Unitrust | |||
Subscription Right (Right to Buy) - LSXMK | $ 25.47 | (6) | (7) | Series C Liberty SiriusXM Common Stock | 834,646 | 834,646 (9) | D | ||||||||
Subscription Right (Right to Buy) - LSXMK | $ 25.47 | (6) | (7) | Series C Liberty SiriusXM Common Stock | 575,000 | 575,000 (10) | I | John C. Malone 1997 Charitable Remainder Unitrust | |||||||
Subscription Right (Right to Buy) - LSXMK | $ 25.47 | (6) | (7) | Series C Liberty SiriusXM Common Stock | 575,000 | 575,000 (10) | I | Malone Starz 2015 Charitable Remainder Trust |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MALONE JOHN C 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112 |
X | X | Chairman of the Board |
/s/ Craig Troyer as Attorney-in-Fact for John C. Malone | 05/29/2020 | |
**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) | Includes the following distributions by the John C. Malone June 2003 Charitable Remainder Unitrust: (a) 55,836 Series C Liberty SiriusXM shares on June 27, 2019, in equal amounts of 27,918 Series C Liberty SiriusXM shares to each of the reporting person and the reporting person's spouse, (b) 50,060 Series C Liberty SiriusXM shares on September 30, 2019, in equal amounts of 25,030 Series C Liberty SiriusXM shares to each of the reporting person and the reporting person's spouse, and (c) 22,850 Series C Liberty SiriusXM shares on December 30, 2019, in equal amounts of 11,425 Series C Liberty SiriusXM shares to each of the reporting person and the reporting person's spouse. |
(2) | The reporting person disclaims beneficial ownership of these shares owned by his spouse. |
(3) | Includes the following distributions by the John C. Malone June 2003 Charitable Remainder Unitrust: (a) 55,836 Series C Liberty SiriusXM shares on June 27, 2019, in equal amounts of 27,918 Series C Liberty SiriusXM shares to each of the reporting person and the reporting person's spouse, (b) 50,060 Series C Liberty SiriusXM shares on September 30, 2019, in equal amounts of 25,030 Series C Liberty SiriusXM shares to each of the reporting person and the reporting person's spouse, and (c) 22,850 Series C Liberty SiriusXM shares on December 30, 2019, in equal amounts of 11,425 Series C Liberty SiriusXM shares to each of the reporting person and the reporting person's spouse. Also includes 226 Series C Liberty SiriusXM shares previously held in the reporting person's 401(k) savings plan that were distributed to the reporting person on November 27, 2019 and are now owned directly. |
(4) | The number of shares reported as held in the reporting person's 401(k) is based on a statement from the Plan Administrator dated as of April 30, 2020. |
(5) | The rights offering is subject to termination or extension by the Issuer at any time prior to consummation. |
(6) | The rights offering commenced on May 18, 2020. |
(7) | The rights offering will expire at 5:00 p.m., New York City time, on June 5, 2020 unless extended by the Issuer. |
(8) | Includes 200,000 rights to acquire shares of the Issuer's Series C Liberty SiriusXM common stock received by the reporting person in a pro rata distribution on May 15, 2020. Such rights were transfered to a charitable remainder trust of which the reporting person is sole trustee and, together with his spouse, retains a unitrust interest in the trust. |
(9) | The number of rights to acquire shares of the Issuer's Series C Liberty SiriusXM common stock received by the reporting person in a pro rata distribution on May 15, 2020 was decreased as a result of the transfers described in Footnotes 8 and 10. |
(10) | Includes 575,000 rights to acquire shares of the Issuer's Series C Liberty SiriusXM common stock received by the reporting person in a pro rata distribution on May 15, 2020. Such rights were transfered to a charitable remainder trust of which the reporting person is sole trustee and, together with his spouse, retains a unitrust interest in the trust. |
Remarks: Exhibit 24: Power of Attorney |