SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
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1. Name and Address of Reporting Person*
Wendling Brian J
(Last) (First) (Middle)
12300 LIBERTY BOULEVARD
(Street)
ENGLEWOOD CO 80112
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Liberty Media Corp [ LSXMA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CAO/PFO
3. Date of Earliest Transaction (Month/Day/Year)
08/23/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
Code V Amount (A) or (D) Price
Series C Liberty SiriusXM Common Stock 08/23/2024 M 16,794 A $0(1) 67,900 D
Series C Liberty SiriusXM Common Stock 08/23/2024 A(2) 4,855(2) A $0.0000 72,755 D
Series C Liberty SiriusXM Common Stock 08/23/2024 F 6,225 D $23.13 66,530 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units-LSXMK (3) 08/23/2024 M 16,794 (4) (4) Series C Liberty SiriusXM Common Stock 16,794 $0.0000 0.0000 D
Explanation of Responses:
1. Each restricted stock unit converted into one share of Series C Liberty SiriusXM Common Stock ("LSXMK").
2. Represents shares underlying performance-based restricted stock units granted to the Reporting Person on March 5, 2024 that were subject to the satisfaction of performance criteria, the vesting of which was accelerated as explained in Note 4 below.
3. Each restricted stock unit represents a contingent right to receive one share of LSXMK.
4. As previously disclosed, the Issuer is proposing to separate its Liberty SiriusXM Group on September 9, 2024 by means of a redemptive split-off (the "Transaction") as further discussed in the Remarks section. In connection with the proposed Transaction, the vesting of the equity awards reported herein was accelerated to August 23, 2024 and, specifically with respect to the acceleration and vesting of performance-based restricted stock units granted to the Reporting Person, such performance-based restricted stock units were deemed satisfied at 100% of "target" in accordance with the Reorganization Agreement (as defined in the Remarks section).
Remarks:
To effect the Transaction, on September 9, 2024, the Issuer expects to contribute all of the assets and liabilities of the Liberty SiriusXM Group to Liberty Sirius XM Holdings Inc. ("New Sirius") and to redeem each share of its Series A Liberty SiriusXM common stock ("LSXMA"), Series B Liberty SiriusXM common stock ("LSXMB") and LSXMK for a fraction of a share of common stock of New Sirius equal to the Exchange Ratio (as defined in that certain Reorganization Agreement, dated as of December 11, 2023, by and among Issuer, New Sirius and Sirius XM Holdings Inc., as amended from time to time (the "Reorganization Agreement")), with no shares of LSXMA, LSXMB or LSXMK remaining outstanding and with cash (without interest) paid in lieu of any fractional shares of common stock of New Sirius, after aggregating all shares of common stock of New Sirius issuable by series of LSXMA, LSXMB and LSXMK. As a result of effecting the foregoing Transaction, New Sirius will be split-off from the Issuer and the Issuer will cease to have an equity interest in New Sirius.
/s/ Katherine C. Jewell as Attorney-in-Fact for Brian J. Wendling 08/26/2024
** Signature of Reporting Person Date

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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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