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) 08/03/2023 | ||||||||||||||||||||||||||
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 Formula One Common Stock | 08/03/2023 | J(1) | V | 824 | A | $0(1) | 824 | D | ||
Series A Liberty Formula One Common Stock | 08/03/2023 | J(1) | V | 824 | D | $0(1) | 0.0000 | D | ||
Series A Liberty Live Common Stock | 08/03/2023 | J(1) | V | 859 | A | $0(1) | 859 | D | ||
Series A Liberty SiriusXM Common Stock | 08/03/2023 | J(1) | V | 3,299 | A | $0(1) | 3,299 | D | ||
Series A Liberty SiriusXM Common Stock | 08/03/2023 | J(1) | V | 3,299 | D | $0(1) | 0.0000 | D | ||
Series C Liberty Formula One Common Stock | 08/03/2023 | J(1) | V | 2,516 | A | $0(1) | 2,516 | D | ||
Series C Liberty Formula One Common Stock | 08/03/2023 | J(1) | V | 2,516 | D | $0(1) | 0.0000 | D | ||
Series C Liberty Live Common Stock | 08/03/2023 | J(1) | V | 2,083 | A | $0(1) | 2,083 | D | ||
Series C Liberty SiriusXM Common Stock | 08/03/2023 | J(1) | V | 7,907 | A | $0(1) | 7,907 | D | ||
Series C Liberty SiriusXM Common Stock | 08/03/2023 | J(1) | V | 7,907 | D | $0(1) | 0.0000 | D | ||
Series A Liberty Formula One Common Stock | 08/03/2023 | J(1) | V | 5,396 | A | $0(1) | 5,396 | I | By Hilltop Investments, LLC | |
Series A Liberty Formula One Common Stock | 08/03/2023 | J(1) | V | 5,396 | D | $0(1) | 0.0000 | I | By Hilltop Investments, LLC | |
Series A Liberty Live Common Stock | 08/03/2023 | J(1) | V | 5,626 | A | $0(1) | 5,626 | I | By Hilltop Investments, LLC | |
Series A Liberty SiriusXM Common Stock | 08/03/2023 | J(1) | V | 21,585 | A | $0(1) | 21,585 | I | By Hilltop Investments, LLC | |
Series A Liberty SiriusXM Common Stock | 08/03/2023 | J(1) | V | 21,585 | D | $0(1) | 0.0000 | I | By Hilltop Investments, LLC | |
Series C Liberty Live Common Stock | 08/03/2023 | J(1) | V | 10,792 | A | $0(1) | 10,792 | I | By Hilltop Investments, LLC | |
Series C Liberty SiriusXM Common Stock | 08/03/2023 | J(1) | V | 43,170 | A | $0(1) | 43,170 | I | By Hilltop Investments, LLC | |
Series C Liberty SiriusXM Common Stock | 08/03/2023 | J(1) | V | 43,170 | D | $0(1) | 0.0000 | I | By Hilltop Investments, LLC | |
Series A Liberty Formula One Common Stock | 08/03/2023 | J(1) | V | 110 | A | $0(1) | 110 | I | Deborah Bennett Revocable Trust(2) | |
Series A Liberty Formula One Common Stock | 08/03/2023 | J(1) | V | 110(3) | D | $0(1) | 0.0000 | I | Deborah Bennett Revocable Trust(2) | |
Series A Liberty Formula One Common Stock | 08/03/2023 | J(1) | V | 183,872 | A | $0(1) | 183,872 | I | Hilltop Investments III, LLC | |
Series A Liberty Formula One Common Stock | 08/03/2023 | J(1) | V | 183,872 | D | $0(1) | 0.0000 | I | Hilltop Investments III, LLC | |
Series A Liberty Live Common Stock | 08/03/2023 | J(1) | V | 191,741 | A | $0(1) | 191,741 | I | Hilltop Investments III, LLC | |
Series A Liberty SiriusXM Common Stock | 08/03/2023 | J(1) | V | 735,491 | A | $0(1) | 735,491 | I | Hilltop Investments III, LLC | |
Series A Liberty SiriusXM Common Stock | 08/03/2023 | J(1) | V | 735,491 | D | $0(1) | 0.0000 | I | Hilltop Investments III, LLC | |
Series C Liberty Formula One Common Stock | 08/03/2023 | J(1) | V | 384,960 | A | $0(1) | 384,960 | I | Hilltop Investments III, LLC | |
Series C Liberty Formula One Common Stock | 08/03/2023 | J(1) | V | 384,960 | D | $0(1) | 0.0000 | I | Hilltop Investments III, LLC | |
Series C Liberty Live Common Stock | 08/03/2023 | J(1) | V | 397,834 | A | $0(1) | 397,834 | I | Hilltop Investments III, LLC | |
Series C Liberty SiriusXM Common Stock | 08/03/2023 | J(1) | V | 1,525,435 | A | $0(1) | 1,525,435 | I | Hilltop Investments III, LLC | |
Series C Liberty SiriusXM Common Stock | 08/03/2023 | J(1) | V | 1,525,435 | 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 - LLYVK | (4) | 08/08/2023 | J(5) | V | 407(5) | 12/08/2023 | 12/08/2023 | Series C Liberty Live Common Stock | 407(5) | $0.0000 | 407 | D | |||
Restricted Stock Units-FWONK | (6) | 08/08/2023 | J(5) | V | 1,053(5) | 12/08/2023 | 12/08/2023 | Series C Liberty Formula One Common Stock | 1,053(5) | $0.0000 | 1,053 | D | |||
Restricted Stock Units-FWONK | (6) | 08/08/2023 | J(5) | V | 1,053(5) | 12/08/2023 | 12/08/2023 | Series C Liberty Formula One Common Stock | 1,053(5) | $0.0000 | 0.0000 | D | |||
Restricted Stock Units-LSXMK | (7) | 08/08/2023 | J(5) | V | 1,450(5) | 12/08/2023 | 12/08/2023 | Series C Liberty SiriusXM Common Stock | 1,450(5) | $0.0000 | 1,450 | D | |||
Restricted Stock Units-LSXMK | (7) | 08/08/2023 | J(5) | V | 1,450(5) | 12/08/2023 | 12/08/2023 | Series C Liberty SiriusXM Common Stock | 1,450(5) | $0.0000 | 0.0000 | D |
Explanation of Responses: |
1. On August 3, 2023, the Issuer effected a reclassification and exchange (the "Reclassification and Exchange"), pursuant to which: (i) each outstanding share of Liberty SiriusXM Common Stock was reclassified into and exchanged for one share of the corresponding series of new Liberty SiriusXM Common Stock and 0.2500 of a share of the corresponding series of new Liberty Live Common Stock, and (ii) each outstanding share of Liberty Formula One Common Stock was reclassified into and exchanged for one share of the corresponding series of new Liberty Formula One Common Stock and 0.0428 of a share of the corresponding series of new Liberty Live Common Stock. The Reclassification and Exchange was exempt pursuant to Rule 16b-7 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such transactions were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Exchange Act ("Rule 16b-3"). |
2. The reporting person disclaims beneficial ownership of these shares. |
3. Includes 110 shares of the Issuer's Series A Liberty Formula One Common Stock that were previously reported as indirectly held by the reporting person's spouse. The reporting person disclaims beneficial ownership of these shares. |
4. Each restricted stock unit represents a contingent right to receive one share of Series C Liberty Live Common Stock. |
5. In connection with the Reclassification and Exchange, each outstanding restricted stock unit held by the reporting person with respect to the Issuer's Liberty SiriusXM Common Stock and/or with respect to the Issuer's Liberty Formula One Common Stock (together, the "original awards") was reclassified into and exchanged for a new restricted stock unit with respect to shares of the corresponding series of new Liberty SiriusXM Common Stock or new Liberty Formula One Common Stock, as applicable (together, the "new restricted stock unit"), and a new Liberty Live restricted stock unit to purchase shares of the corresponding series of Liberty Live Common Stock. See remarks section for additional information regarding the new restricted stock units. |
6. Each restricted stock unit represents a contingent right to receive one share of Series C Liberty Formula One Common Stock. |
7. Each restricted stock unit represents a contingent right to receive one share of Series C Liberty SiriusXM Common Stock. |
Remarks: |
The number of shares of each new restricted stock unit were determined on August 8, 2023, and such adjustments were designed to preserve the value associated with the original awards prior to the Reclassification and Exchange. Otherwise such new restricted stock unit remains subject to the terms and conditions of the corresponding original award. Such adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3. Multiple Forms Filed.,Multiple Forms Submitted |
/s/ Brittany A. Uthoff as Attorney-in-Fact for Robert R. Bennett | 08/16/2023 | |
** 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. |