FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Liberty Media Corp [ LSXMA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/18/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
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Code | V | Amount | (A) or (D) | Price | ||||||
Series A Liberty Braves Common Stock | 07/18/2023 | J(1) | 329 | D | $0(1) | 0.0000 | D | |||
Series C Liberty Braves Common Stock | 07/18/2023 | J(1) | 1,363 | D | $0(1) | 0.0000 | D | |||
Series A Liberty Braves Common Stock | 07/18/2023 | J(1) | 2,158 | D | $0(1) | 0.0000 | I | By Hilltop Investments, LLC | ||
Series C Liberty Braves Common Stock | 07/18/2023 | J(1) | 7,568 | D | $0(1) | 0.0000 | I | By Hilltop Investments, LLC | ||
Series A Liberty Braves Common Stock | 07/18/2023 | J(1) | 44 | D | $0(1) | 0.0000 | I | Deborah Bennett Revocable Trust | ||
Series C Liberty Braves Common Stock | 07/18/2023 | J(1) | 88 | D | $0(1) | 0.0000 | I | Deborah Bennett Revocable Trust | ||
Series A Liberty Braves Common Stock | 07/18/2023 | J(1) | 73,549 | D | $0(1) | 0.0000 | I | Hilltop Investments III, LLC | ||
Series C Liberty Braves Common Stock | 07/18/2023 | J(1) | 260,012 | D | $0(1) | 0.0000 | I | Hilltop Investments III, LLC |
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 Securities Underlying Derivative Security (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: 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 | ||||||||
Restricted Stock Units-BATRK(2) | (3) | 07/18/2023 | J(2) | V | 239 | 12/08/2023 | 12/08/2023 | Series C Liberty Braves Common Stock | 239 | (4) | 0.0000 | D |
Explanation of Responses: |
1. On July 18, 2023, Liberty Media Corporation (the "Issuer") redeemed (the "Redemption") each share of its Liberty Braves common stock for shares of common stock of Atlanta Braves Holdings, Inc. ("Atlanta Braves Holdings"). In the Redemption, the Issuer redeemed (i) each outstanding share of its Series A Liberty Braves common stock for one share of Atlanta Braves Holdings' Series A common stock, (ii) each outstanding share of its Series B Liberty Braves common stock for one share of Atlanta Braves Holdings' Series B common stock and (iii) each outstanding share of its Series C Liberty Braves common stock for one share of Atlanta Braves Holdings' Series C common stock. Such transactions were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. |
2. In connection with the Redemption, all restricted stock units held by the reporting person with respect to the Issuer's Liberty Braves common stock (each, a "Braves Award") were adjusted pursuant to the anti-dilution provisions of the incentive plan under which the restricted stock units were granted, such that each Braves Award was exchanged for a restricted stock unit with respect to an equivalent number of shares of the corresponding series of Atlanta Braves Holdings' common stock. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. |
3. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Series C Liberty Braves common stock. |
4. In connection with the Redemption, all restricted stock units awards held by the reporting person with respect to Issuer's Liberty Braves common stock (each, a "Braves Award") were adjusted pursuant to the anti-dilution provisions of the incentive plan under which the restricted stock units were granted, such that each Braves Award was exchanged for a restricted stock unit with respect to an equivalent number of shares of the corresponding series of Atlanta Braves Holdings' common stock. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. |
/s/ Brittany A. Uthoff as Attorney-in-Fact for Robert R. Bennett | 07/20/2023 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |