SEC Form 4 · accession 0001225208-15-013098
Liberty Media Corp · FWONA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Donne F Fisher
Director
Period of report
May 28, 2015
Accepted (ET)
Jun 1, 2015 · 6:48 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001560385
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Series A Common Stock | May 28, 2015 | M | 527 | $2.77 | A | 23,712 | D | |
| Series A Common Stock | May 28, 2015 | M | 185 | $6.74 | A | 23,897 | D | |
| Series A Common Stock | May 28, 2015 | F | 33 | $38.23 | D | 23,864 | D | |
| Series A Common Stock | May 28, 2015 | F | 39 | $38.24 | D | 23,825 | D | |
| Series A Common StockF1 | May 28, 2015 | S | 640 | $38.2449 | D | 23,185 | D | |
| Series C Common Stock | May 28, 2015 | M | 1,066 | $2.73 | A | 125,929 | D | |
| Series C Common Stock | May 28, 2015 | M | 373 | $6.64 | A | 126,302 | D | |
| Series C Common Stock | May 28, 2015 | F | 65 | $38.13 | D | 126,237 | D | |
| Series C Common Stock | May 28, 2015 | F | 77 | $38.10 | D | 126,160 | D | |
| Series C Common StockF2 | May 28, 2015 | S | 1,297 | $38.1352 | D | 124,863 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| SAR - LMCA Stock Appreciation RightsF3,F4,F5 | $6.74 | May 28, 2015 | M | 185 | D | — | Jun 1, 2015 | Series A Common Stock | 185 | 0 | D |
| SAR - LMCA Stock Appreciation RightsF3,F6,F5 | $2.77 | May 28, 2015 | M | 527 | D | — | Jun 1, 2015 | Series A Common Stock | 527 | 0 | D |
| SAR - LMCK Stock Appreciation RightsF7,F8,F5 | $6.64 | May 28, 2015 | M | 373 | D | — | Jun 1, 2015 | Series C Common Stock | 373 | 0 | D |
| SAR - LMCK Stock Appreciation RightsF7,F8,F5 | $2.73 | May 28, 2015 | M | 1,066 | D | — | Jun 1, 2015 | Series C Common Stock | 1,066 | 0 | D |
Explanation of responses
- F1The price is a weighted average price. These shares were sold in multiple transactions ranging from $38.2420 to $38.2540, inclusive. The reporting person undertakes to provide to the Securities and Exchange Commission, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
- F2The price is a weighted average price. These shares were sold in multiple transactions ranging from $38.1200 to $38.1470, inclusive. The reporting person undertakes to provide to the Securities and Exchange Commission, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
- F3On January 11, 2013, Starz, the Issuer's former parent company, completed the spin-off of the Issuer (the "LMC spin-off"), which was effected by the distribution to each holder of Starz common stock of shares of the Issuer's common stock. In connection with the completion of the LMC spin-off, all equity awards held by the reporting person with respect to Starz' common stock (each an "Original Starz Award") were adjusted pursuant to the anti-dilution provisions of the incentive plans under which the equity awards were granted, such that the reporting person received (i) an adjustment to the exercise price or base price, as applicable, and number of shares relating to the Original Starz Award and (ii) an equity award relating to shares of the corresponding series of the Issuer's 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 ("Rule 16b-3").
- F4This stock appreciation right ("SAR") was previously reported as a SAR relating to 550 shares at a base price of $12.19 per share and was adjusted as a result of the LMC spin-off as described in footnote 3. In addition, the number of shares relating to this SAR was adjusted as a result of the LBC spin-off (as described in the Remarks section) and the base price was also adjusted as a result of the Transaction (as described in footnote 7) and the LBC spin-off, in each case, pursuant to the anti-dilution provisions of the incentive plans under which this SAR was granted. With respect to the LBC spin-off, the adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.
- F5The derivative security is fully vested.
- F6This SAR was previously reported as a SAR relating to 193 shares at a base price of $29.73 per share and was adjusted as a result of the LMC spin-off as described in footnote 3. In addition, the number of shares relating to this SAR was adjusted as a result of the LBC spin-off (as described in the Remarks section) and the base price was also adjusted as a result of the Transaction (as described in footnote 7) and the LBC spin-off, in each case, pursuant to the anti-dilution provisions of the incentive plans under which this SAR was granted. With respect to the LBC spin-off, the adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.
- F7On May 7, 2014, the Issuer's board of directors declared a stock dividend, payable to all holders of record as of 5:00 p.m. New York City time on July 7, 2014, of two shares of Series C Common Stock for each outstanding share of Series A Common Stock or Series B Common Stock (the "Transaction"). This SAR was granted as a result of the Transaction. In connection with the Transaction, all equity awards held by the reporting person with respect to Series A and Series B Common Stock (each an "Original Award") were adjusted pursuant to the anti-dilution provisions of the incentive plans under which the equity awards were granted, such that the reporting person received (i) an adjustment to the exercise price or base price, as applicable, of the Original Award and (ii) an equity award relating to shares of Series C Common Stock.
- F8This SAR was granted as a result of the Transaction and the adjustments to the Original Awards described in footnote 7. In connection with the completion of the LBC spin-off (as described in the Remarks section), the number of shares relating to this SAR and the base price were adjusted pursuant to the anti-dilution provisions of the incentive plan under which the SAR was granted. With respect to the LBC spin-off, the adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.
Remarks
On November 4, 2014, the Issuer completed the spin-off (the "LBC spin-off") of its former wholly-owned subsidiary, Liberty Broadband Corporation ("LBC"), which was effected by the distribution to each holder of its common stock of shares of the corresponding series of LBC's common stock. In connection with the completion of the LBC spin-off, all equity awards held by the reporting person with respect to the Issuer's common stock (each a "Pre-LBC Spin Award") were adjusted pursuant to the anti-dilution provisions of the incentive plans under which the equity awards were granted, such that the reporting person received (i) an adjustment to the exercise price or base price, as applicable, and number of shares relating to the Pre-LBC Spin Award and (ii) an equity award relating to shares of the corresponding series of LBC's common stock. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.