SEC Form 4 · accession 0001225208-15-014436
Liberty Media Corp · FWONA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Evan Daniel Malone
Director
Period of report
Jun 26, 2015
Accepted (ET)
Jun 30, 2015 · 6:52 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 | Jun 26, 2015 | M | 3,647 | $0.81 | A | 7,180 | D | |
| Series A Common Stock | Jun 26, 2015 | M | 980 | $6.69 | A | 8,160 | D | |
| Series A Common Stock | Jun 26, 2015 | M | 657 | $3.58 | A | 8,817 | D | |
| Series A Common Stock | Jun 26, 2015 | M | 207 | $9.71 | A | 9,024 | D | |
| Series C Common Stock | Jun 26, 2015 | M | 7,371 | $0.80 | A | 17,062 | D | |
| Series C Common Stock | Jun 26, 2015 | M | 1,981 | $6.60 | A | 19,043 | D | |
| Series C Common Stock | Jun 26, 2015 | M | 1,328 | $3.53 | A | 20,371 | D | |
| Series C Common Stock | Jun 26, 2015 | M | 419 | $9.57 | A | 20,790 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option - LMCA (Right to Buy)F1,F2,F3 | $9.71 | Jun 26, 2015 | M | 207 | D | — | Aug 13, 2015 | Series A Common Stock | 207 | 0 | D |
| Stock Option - LMCA (Right to Buy)F1,F2,F3 | $3.58 | Jun 26, 2015 | M | 657 | D | — | Aug 13, 2015 | Series A Common Stock | 657 | 0 | D |
| Stock Option - LMCA (Right to Buy)F1,F2,F3 | $6.69 | Jun 26, 2015 | M | 980 | D | — | Dec 16, 2015 | Series A Common Stock | 980 | 0 | D |
| Stock Option - LMCA (Right to Buy)F1,F2,F3 | $0.81 | Jun 26, 2015 | M | 3,647 | D | — | Dec 16, 2015 | Series A Common Stock | 3,647 | 0 | D |
| Stock Option - LMCK (Right to Buy)F4,F5,F3 | $9.57 | Jun 26, 2015 | M | 419 | D | — | Aug 13, 2015 | Series C Common Stock | 419 | 0 | D |
| Stock Option - LMCK (Right to Buy)F4,F5,F3 | $3.53 | Jun 26, 2015 | M | 1,328 | D | — | Aug 13, 2015 | Series C Common Stock | 1,328 | 0 | D |
| Stock Option - LMCK (Right to Buy)F4,F5,F3 | $6.60 | Jun 26, 2015 | M | 1,981 | D | — | Dec 16, 2015 | Series C Common Stock | 1,981 | 0 | D |
| Stock Option - LMCK (Right to Buy)F4,F5,F3 | $0.80 | Jun 26, 2015 | M | 7,371 | D | — | Dec 16, 2015 | Series C Common Stock | 7,371 | 0 | D |
Explanation of responses
- F1On 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").
- F2This stock option was granted as a result of the adjustments to the Original Starz Awards described in footnote 1. The number of shares relating to this option was adjusted as a result of the LBC spin-off (as described in the Remarks section), and the exercise price was adjusted as a result of the Transaction (as described in footnote 4) and the LBC spin-off, in each case pursuant to the anti-dilution provisions of the incentive plans under which this option was granted. 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 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. With respect to the LBC spin-off, the adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.
- F3The derivative security is fully vested.
- F4On 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 stock option was granted as a result of the Transaction and the adjustments to the Original Awards described in footnote 2.
- F5In connection with the completion of the LBC spin-off (as described in the Remarks section), the number of shares relating to this option and the exercise price were adjusted pursuant to the anti-dilution provisions of the incentive plan under which the option was granted. These 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.