SEC Form 4 · accession 0001225208-16-031703

Liberty Media Corp · FWONA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Pursuant to the Reclassification and Exchange (as described in the Remarks section), all of the outstanding shares of Liberty Media Corporation's (the "Issuer") Series A common stock, Series B common stock and Series C common stock were reclassified into and exchanged for newly-issued shares of the corresponding series of the Issuer's Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock (the "tracking stocks"). The Reclassification and Exchange was exempt under Rule 16b-7, and such transactions 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").
• F2The number of shares reported as held in the reporting person's 401(k) is based on a statement from the Plan Administrator dated as of April 19, 2016.
• F3In connection with the Reclassification and Exchange, all outstanding equity awards with respect to the Issuer's common stock (each such equity award, an "original equity award") were automatically converted pursuant to the anti-dilution provisions of the incentive plan under which such original equity award was granted into equity awards with respect to the corresponding series of each group of the Issuer's tracking stocks (each such equity award, a "new equity award"). The number of shares and the exercise price of each new equity award were determined on April 20, 2016, and such adjustments were designed to preserve the value associated with the original equity awards prior to the Reclassification and Exchange. Otherwise such new equity award remains subject to the terms and conditions of the corresponding original equity award. Such adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.
• F4The derivative security is fully vested.
• F5The derivative security vested 33.33% on March 4, 2016, and will vest 33.33% on each of March 4, 2017, and March 4, 2018.
• F6The derivative security vests 50% on December 31, 2019, and 50% on December 31, 2020.
• F7The derivative security is presently vested as to 33.33% of the award, and will vest 33.33% on each of March 4, 2017, and March 4, 2018.

Remarks

On April 15, 2016, the Issuer effected a reclassification and exchange (the "Reclassification and Exchange") of all of the outstanding shares of its Series A common stock, Series B common stock and Series C common stock (collectively, "the Issuer's common stock") for newly-issued shares of the corresponding series of the tracking stocks. In the Reclassification and Exchange, the Issuer reclassified and exchanged (i) each outstanding share of its Series A common stock into and for 1 newly issued share of its Series A Liberty SiriusXM common stock, 0.1 of a newly issued share of its Series A Liberty Braves common stock, and 0.25 of a newly issued share of its Series A Liberty Media common stock; (ii) each outstanding share of its Series B common stock into and for 1 newly issued share of its Series B Liberty SiriusXM common stock, 0.1 of a newly issued share of its Series B Liberty Braves common stock, and 0.25 of a newly issued share of its Series B Liberty Media common stock; and (iii) each outstanding share of its Series C common stock into and for 1 newly issued share of its Series C Liberty SiriusXM common stock, 0.1 of a newly issued share of its Series C Liberty Braves common stock, and 0.25 of a newly issued share of Series C Liberty Media common stock.