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 | 386,719 | A | $0(1) | 386,719 | D | ||
Series A Liberty Formula One Common Stock | 08/03/2023 | J(1) | V | 386,719 | D | $0(1) | 0.0000 | D | ||
Series A Liberty Live Common Stock | 08/03/2023 | J(1) | V | 282,578 | A | $0(1) | 282,578 | D | ||
Series A Liberty SiriusXM Common Stock | 08/03/2023 | J(1) | V | 1,064,111 | A | $0(1) | 1,064,111 | D | ||
Series A Liberty SiriusXM Common Stock | 08/03/2023 | J(1) | V | 1,064,111(2) | D | $0(1) | 0.0000 | D | ||
Series B Liberty Formula One Common Stock(3) | 08/03/2023 | J(1) | V | 9,172 | A | $0(1) | 9,172 | D | ||
Series B Liberty Formula One Common Stock(3) | 08/03/2023 | J(1) | V | 9,172 | D | $0(1) | 0.0000 | D | ||
Series B Liberty Live Common Stock(4) | 08/03/2023 | J(1) | V | 9,564 | A | $0(1) | 9,564 | D | ||
Series B Liberty SiriusXM Common Stock(5) | 08/03/2023 | J(1) | V | 36,690 | A | $0(1) | 36,690 | D | ||
Series B Liberty SiriusXM Common Stock(5) | 08/03/2023 | J(1) | V | 36,690 | D | $0(1) | 0.0000 | D | ||
Series C Liberty Formula One Common Stock | 08/03/2023 | J(1) | V | 936,606 | A | $0(1) | 936,606 | D | ||
Series C Liberty Formula One Common Stock | 08/03/2023 | J(1) | V | 936,606 | D | $0(1) | 0.0000 | D | ||
Series C Liberty Live Common Stock | 08/03/2023 | J(1) | V | 1,091,035 | A | $0(1) | 1,091,035 | D | ||
Series C Liberty SiriusXM Common Stock | 08/03/2023 | J(1) | V | 4,203,799 | A | $0(1) | 4,203,799 | D | ||
Series C Liberty SiriusXM Common Stock | 08/03/2023 | J(1) | V | 4,203,799 | D | $0(1) | 0.0000 | D | ||
Series A Liberty Live Common Stock | 08/03/2023 | J(1) | V | 110,692 | A | $0(1) | 110,692 | I | Maven 2017 - 2 GRAT | |
Series A Liberty SiriusXM Common Stock | 08/03/2023 | J(1) | V | 442,769 | A | $0(1) | 442,769 | I | Maven 2017 - 2 GRAT | |
Series A Liberty SiriusXM Common Stock | 08/03/2023 | J(1) | V | 442,769(2) | D | $0(1) | 0.0000 | I | Maven 2017 - 2 GRAT | |
Series C Liberty Live Common Stock | 08/03/2023 | J(1) | V | 97,007 | A | $0(1) | 97,007 | I | Maven 2017 - 2 GRAT | |
Series C Liberty SiriusXM Common Stock | 08/03/2023 | J(1) | V | 388,030 | A | $0(1) | 388,030 | I | Maven 2017 - 2 GRAT | |
Series C Liberty SiriusXM Common Stock | 08/03/2023 | J(1) | V | 388,030 | D | $0(1) | 0.0000 | I | Maven 2017 - 2 GRAT | |
Series A Liberty Formula One Common Stock | 08/03/2023 | J(1) | V | 170 | A | $0(1) | 170 | I | Sheila Q Maffei 2010 Trust(6) | |
Series A Liberty Formula One Common Stock | 08/03/2023 | J(1) | V | 170 | D | $0(1) | 0.0000 | I | Sheila Q Maffei 2010 Trust(6) | |
Series A Liberty Live Common Stock | 08/03/2023 | J(1) | V | 72 | A | $0(1) | 72 | I | Sheila Q Maffei 2010 Trust(6) | |
Series A Liberty SiriusXM Common Stock | 08/03/2023 | J(1) | V | 260 | A | $0(1) | 260 | I | Sheila Q Maffei 2010 Trust(6) | |
Series A Liberty SiriusXM Common Stock | 08/03/2023 | J(1) | V | 260 | D | $0(1) | 0.0000 | I | Sheila Q Maffei 2010 Trust(6) | |
Series C Liberty Formula One Common Stock | 08/03/2023 | J(1) | V | 170 | A | $0(1) | 170 | I | Sheila Q Maffei 2010 Trust(6) | |
Series C Liberty Formula One Common Stock | 08/03/2023 | J(1) | V | 170 | D | $0(1) | 0.0000 | I | Sheila Q Maffei 2010 Trust(6) | |
Series C Liberty Live Common Stock | 08/03/2023 | J(1) | V | 197 | A | $0(1) | 197 | I | Sheila Q Maffei 2010 Trust(6) | |
Series C Liberty SiriusXM Common Stock | 08/03/2023 | J(1) | V | 761 | A | $0(1) | 761 | I | Sheila Q Maffei 2010 Trust(6) |
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 | ||||||||
Stock Option (Right to Buy) - FWONK | $33.22(7) | 08/08/2023 | J(7) | V | 20,835(7) | 03/06/2019 | 03/06/2026 | Series C Liberty Formula One Common Stock | 20,835(7) | $0.0000 | 20,835 | D | |||
Stock Option (Right to Buy) - FWONK | $32.97(7) | 08/08/2023 | J(7) | V | 21,418(7) | 03/06/2019 | 03/06/2026 | Series C Liberty Formula One Common Stock | 21,418(7) | $0.0000 | 0.0000 | D | |||
Stock Option (Right to Buy) - FWONK | $56.44(7) | 08/08/2023 | J(7) | V | 181,658(7) | 12/30/2022 | 03/09/2029 | Series C Liberty Formula One Common Stock | 181,658(7) | $0.0000 | 181,658 | D | |||
Stock Option (Right to Buy) - FWONK | $56.01(7) | 08/08/2023 | J(7) | V | 186,654(7) | 12/30/2022 | 03/09/2029 | Series C Liberty Formula One Common Stock | 186,654(7) | $0.0000 | 0.0000 | D | |||
Stock Option (Right to Buy) - FWONK | $33.2(7) | 08/08/2023 | J(7) | V | 171,609(7) | 12/31/2017 | 03/30/2024 | Series C Liberty Formula One Common Stock | 171,609(7) | $0.0000 | 171,609 | D | |||
Stock Option (Right to Buy) - FWONK | $32.95(7) | 08/08/2023 | J(7) | V | 176,409(7) | 12/31/2017 | 03/30/2024 | Series C Liberty Formula One Common Stock | 176,409(7) | $0.0000 | 0.0000 | D | |||
Stock Option (Right to Buy) - FWONK | $31.31(7) | 08/08/2023 | J(7) | V | 138,899(7) | 12/31/2018 | 03/05/2025 | Series C Liberty Formula One Common Stock | 138,899(7) | $0.0000 | 138,899 | D | |||
Stock Option (Right to Buy) - FWONK | $31.07(7) | 08/08/2023 | J(7) | V | 142,771(7) | 12/31/2018 | 03/05/2025 | Series C Liberty Formula One Common Stock | 142,771(7) | $0.0000 | 0.0000 | D | |||
Stock Option (Right to Buy) - FWONK | $33.22(7) | 08/08/2023 | J(7) | V | 205,522(7) | 12/31/2019 | 03/06/2026 | Series C Liberty Formula One Common Stock | 205,522(7) | $0.0000 | 205,522 | D | |||
Stock Option (Right to Buy) - FWONK | $32.97(7) | 08/08/2023 | J(7) | V | 211,272(7) | 12/31/2019 | 03/06/2026 | Series C Liberty Formula One Common Stock | 211,272(7) | $0.0000 | 0.0000 | D | |||
Stock Option (Right to Buy) - FWONK | $28(7) | 08/08/2023 | J(7) | V | 246,726(7) | 12/31/2020 | 03/11/2027 | Series C Liberty Formula One Common Stock | 246,726(7) | $0.0000 | 246,726 | D | |||
Stock Option (Right to Buy) - FWONK | $27.79(7) | 08/08/2023 | J(7) | V | 253,636(7) | 12/31/2020 | 03/11/2027 | Series C Liberty Formula One Common Stock | 253,636(7) | $0.0000 | 0.0000 | D | |||
Stock Option (Right to Buy) - FWONK | $42.92(7) | 08/08/2023 | J(7) | V | 590,129(7) | 12/31/2023 | 12/15/2026 | Series C Liberty Formula One Common Stock | 590,129(7) | $0.0000 | 590,129 | D | |||
Stock Option (Right to Buy) - FWONK | $42.59(7) | 08/08/2023 | J(7) | V | 606,477(7) | 12/31/2023 | 12/15/2026 | Series C Liberty Formula One Common Stock | 606,477(7) | $0.0000 | 0.0000 | D | |||
Stock Option (Right to Buy) - FWONK | $42.1(7) | 08/08/2023 | J(7) | V | 545,627(7) | 12/31/2024 | 12/10/2027 | Series C Liberty Formula One Common Stock | 545,627(7) | $0.0000 | 545,627 | D | |||
Stock Option (Right to Buy) - FWONK | $41.78(7) | 08/08/2023 | J(7) | V | 560,816(7) | 12/31/2024 | 12/10/2027 | Series C Liberty Formula One Common Stock | 560,816(7) | $0.0000 | 0.0000 | D | |||
Stock Option (Right to Buy) - LLYVK | $43.61(7) | 08/08/2023 | J(7) | V | 24,382(7) | 03/06/2019 | 03/06/2026 | Series C Liberty Live Common Stock | 24,382(7) | $0.0000 | 24,382 | D | |||
Stock Option (Right to Buy) - LLYVK | $15.81(7) | 08/08/2023 | J(7) | V | 892(7) | 03/06/2019 | 03/06/2026 | Series C Liberty Live Common Stock | 892(7) | $0.0000 | 892 | D | |||
Stock Option (Right to Buy) - LLYVK | $39.57(7) | 08/08/2023 | J(7) | V | 5,773(7) | 05/11/2017 | 05/11/2024 | Series C Liberty Live Common Stock | 5,773(7) | $0.0000 | 5,773 | D | |||
Stock Option (Right to Buy) - LLYVK | $33.56(7) | 08/08/2023 | J(7) | V | 95,427(7) | 12/29/2023 | 03/03/2030 | Series C Liberty Live Common Stock | 95,427(7) | $0.0000 | 95,427 | D | |||
Stock Option (Right to Buy) - LLYVK | $26.85(7) | 08/08/2023 | J(7) | V | 7,779(7) | 12/30/2022 | 03/09/2029 | Series C Liberty Live Common Stock | 7,779(7) | $0.0000 | 7,779 | D | |||
Stock Option (Right to Buy) - LLYVK | $15.8(7) | 08/08/2023 | J(7) | V | 7,348(7) | 12/31/2017 | 03/30/2024 | Series C Liberty Live Common Stock | 7,348(7) | $0.0000 | 7,348 | D | |||
Stock Option (Right to Buy) - LLYVK | $39.57(7) | 08/08/2023 | J(7) | V | 230,708(7) | 12/31/2017 | 05/11/2024 | Series C Liberty Live Common Stock | 230,708(7) | $0.0000 | 230,708 | D | |||
Stock Option (Right to Buy) - LLYVK | $14.89(7) | 08/08/2023 | J(7) | V | 5,944(7) | 12/31/2018 | 03/05/2025 | Series C Liberty Live Common Stock | 5,944(7) | $0.0000 | 5,944 | D | |||
Stock Option (Right to Buy) - LLYVK | $43.61 | 08/08/2023 | J | V | 101,802 | 12/31/2019 | 03/06/2026 | Series C Liberty Live Common Stock | 101,802 | $0.0000 | 101,802 | D | |||
Stock Option (Right to Buy) - LLYVK | $15.81(7) | 08/08/2023 | J(7) | V | 8,800(7) | 12/31/2019 | 03/06/2026 | Series C Liberty Live Common Stock | 8,800(7) | $0.0000 | 8,800 | D | |||
Stock Option (Right to Buy) - LLYVK | $42.9(7) | 08/08/2023 | J(7) | V | 99,563(7) | 12/31/2020 | 03/11/2027 | Series C Liberty Live Common Stock | 99,563(7) | $0.0000 | 99,563 | D | |||
Stock Option (Right to Buy) - LLYVK | $13.32(7) | 08/08/2023 | J(7) | V | 10,560(7) | 12/31/2020 | 03/11/2027 | Series C Liberty Live Common Stock | 10,560(7) | $0.0000 | 10,560 | D | |||
Stock Option (Right to Buy) - LLYVK | $20.42(7) | 08/08/2023 | J(7) | V | 25,266(7) | 12/31/2023 | 12/15/2026 | Series C Liberty Live Common Stock | 25,266(7) | $0.0000 | 25,266 | D | |||
Stock Option (Right to Buy) - LLYVK | $20.03(7) | 08/08/2023 | J(7) | V | 23,360(7) | 12/31/2024 | 12/10/2027 | Series C Liberty Live Common Stock | 23,360(7) | $0.0000 | 23,360 | 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. On January 10, 2020, January 22, 2020, January 14, 2021 January 11, 2022, and January 9, 2023, the reporting person received a distribution of 64,000 shares, 100 shares, 93,000 shares, 91,200 and 133,000 shares of Series A Liberty SiriusXM Common Stock, respectively, from a grantor retained annuity trust, of which the reporting person is the sole trustee, for the benefit of himself, his spouse and his children to his direct holdings. |
3. Each share of Series B Liberty Formula One Common Stock is convertible, at the holder's election, into one share of Series A Liberty Formula One Common Stock, at any time for no consideration other than the surrender of the share of Series B Liberty Formula One Common Stock for each share of Series A Liberty Formula One SiriusXM Common Stock. |
4. Each share of Series B Liberty Live Common Stock is convertible, at the holder's election, into one share of Series A Liberty Live Common Stock, at any time for no consideration other than the surrender of the share of Series B Liberty Live Common Stock for each share of Series A Liberty Live Common Stock. |
5. Each share of Series B Liberty SiriusXM Common Stock is convertible, at the holder's election, into one share of Series A Liberty SiriusXM Common Stock, at any time for no consideration other than the surrender of the share of Series B Liberty SiriusXM Common Stock for each share of Series A Liberty SiriusXM Common Stock. |
6. The Reporting Person is the successor trustee of the Sheila Q Maffei 2010 Trust and The Ralph Maffei 2010 Trust, which trusts are for the benefit of the estates of Ms. Sheila Maffei and Mr. Ralph Maffei, respectively. The reporting person disclaims any pecuniary interest in the shares held by the Sheila Q Maffei 2010 Trust and The Ralph Maffei 2010 Trust. |
7. In connection with the Reclassification and Exchange, each outstanding option award 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 option award 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 awards"), and a new Liberty Live option award to purchase shares of the corresponding series of Liberty Live Common Stock. See remarks section for additional information regarding the new awards. |
Remarks: |
The number of shares and the exercise price of each new award 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 award 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 Gregory B. Maffei | 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. |