SEC Form 4 · accession 0001104659-17-052964
Liberty Global Ltd. · LBTYA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Liberty Global Class CF1 | Aug 17, 2017 | J | 97,031 | — | D | 6,819,366 | D | |
| Liberty Global Class CF2 | Aug 18, 2017 | J | 97,009 | — | D | 6,722,357 | D | |
| Liberty Global Class CF3 | holding | — | — | — | 756,405 | I | By Spouse | |
| Liberty Global Class CF4 | holding | — | — | — | 7,027,225 | I | By A Trust | |
| Liberty Global Class CF5 | holding | — | — | — | 4,736,253 | I | By Columbus Holding LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Forward sale contract (obligation to sell)F1,F6,F7,F8 | — | Aug 17, 2017 | J | 1 | D | — | — | Liberty Global Class C | 2,200,000 | 1 | D |
| Forward sale contract (obligation to sell)F11,F9,F10,F12 | — | Aug 17, 2017 | J | 1 | D | — | — | LiLAC Class C | 384,491 | 1 | D |
| Forward sale contract (obligation to sell)F2,F6,F7,F8 | — | Aug 18, 2017 | J | 1 | D | — | — | Liberty Global Class C | 2,090,000 | 1 | D |
| Forward sale contract (obligation to sell)F13,F9,F10,F12 | — | Aug 18, 2017 | J | 1 | D | — | — | LiLAC Class C | 365,267 | 1 | D |
Explanation of responses
- F1On August 17, 2017, the first component of the LBTYK forward (as defined and described below) matured. The Reporting Person elected to physically settle the LBTYK forward, as further described in the Remarks section. The settlement price for the first component was above the LBTYK forward cap price; therefore, the Reporting Person delivered 97,031 shares of the Issuer's Liberty Global Class C ordinary shares ("LBTYK") to the counterparty (as defined below) and retained 12,969 LBTYK shares.
- F10As a result, the LILAK forward was automatically adjusted (the "2016 adjustment") and, following such adjustment, relates to an aggregate maximum of 384,491 LILAK shares, divided into 20 components. 19 components relate to 19,224 LILAK shares and the last component relates to 19,235 shares (each, the "LILAK Number of Shares"). The LILAK forward floor price and the LILAK forward cap price for each of the 2015 adjustment and the 2016 adjustment were determined based on a reference price for the LILAK shares as of each adjustment. The LILAK forward may be settled on a physical settlement or cash settlement basis, as further discussed in the Remarks section.
- F11On August 17, 2017, the first component of the LILAK forward matured. The Reporting Person elected to cash settle the LILAK forward, as further described in the Remarks section. The settlement price for (i) the 2015 adjustment portion of the first component was below the LILAK forward floor price and (ii) the 2016 adjustment portion of the first component was above the LILAK forward cap price; therefore, the Reporting Person received an amount in cash from the counterparty pursuant to the terms of the LILAK forward.
- F12The LILAK forward is divided into 20 components, of which the first 19 are with respect to 19,224 LILAK shares and the last is with respect to 19,235 LILAK shares. The components mature on sequential trading days over the period beginning on August 17, 2017 and ending on September 14, 2017.
- F13On August 18, 2017, the second component of the LILAK forward matured. The Reporting Person elected to cash settle the LILAK forward, as further described in the Remarks section. The settlement price for (i) the 2015 adjustment portion of the second component was below the LILAK forward floor price and (ii) the 2016 adjustment portion of the second component was above the LILAK forward cap price; therefore, the Reporting Person received an amount in cash from the counterparty pursuant to the terms of the LILAK forward.
- F2On August 18, 2017, the second component of the LBTYK forward matured. The Reporting Person elected to physically settle the LBTYK forward, as further described in the Remarks section. The settlement price for the second component was above the LBTYK forward cap price; therefore, the Reporting Person delivered 97,009 shares of LBTYK to the counterparty and retained 12,991 LBTYK shares.
- F3The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
- F4Held by a charitable remainder unitrust of which the Reporting Person is co-trustee and, with his spouse, retains a unitrust interest in the trust.
- F5Held indirectly through Columbus Holding LLC, of which the Reporting Person has a controlling interest.
- F6On July 17, 2012, the Reporting Person entered into a long-dated post-paid variable forward sale contract (the "LBTYK forward") with an unaffiliated counterparty (the "counterparty") relating to a maximum of 1,100,000 shares of Liberty Global Inc.'s ("LGI") Series C common stock, divided into 20 components. On June 7, 2013, Upon consummation of the combination of LGI and Virgin Media Inc. under Liberty Global plc pursuant to that certain agreement and plan of merger dated as of February 5, 2013, as amended, each share of LGI's Series C common stock was exchanged for one share of LBTYK. On March 3, 2014, the Issuer distributed LBTYK shares as a dividend at a rate of one LBTYK share for every share of the Issuer's ordinary shares outstanding as of February 14, 2014. (Continued in Footnote 7)
- F7As a result, the LBTYK forward was adjusted to relate to 2,200,000 LBTYK shares. Each component relates to 110,000 LBTYK shares (each, the "LBTYK Number of Shares"). The LBTYK forward floor price and the LBTYK forward cap price were determined based on the volume weighted average price at which the counterparty established its initial hedge, which was completed on July 17, 2012. The LBTYK forward may be settled on a physical settlement or cash settlement basis, as further discussed in the Remarks section.
- F8The LBTYK forward is divided into 20 components, each with respect to 110,000 LBTYK shares. The components mature on sequential trading days over the period beginning on August 17, 2017 and ending on September 14, 2017.
- F9On July 1, 2015, the Issuer distributed, by means of a dividend, to each holder of its ordinary shares one share of the corresponding class of the Issuer's Latin America and Caribbean ordinary shares ("LiLAC shares") for every twenty shares of that class of Issuer ordinary shares held by such holder as of the distribution record date. As a result, pursuant to the terms of the LBTYK forward, the LBTYK forward was automatically adjusted (the "LILAK forward") to apply to 110,000 (the "2015 adjustment") of the Issuer's LiLAC Class C ordinary shares ("LILAK"). On July 1, 2016, the Issuer distributed, by means of a dividend, to each holder of its Liberty Global Group ordinary shares ("LBTY shares"), one share of the corresponding class of the Issuer's LiLAC shares for every 8.01482 shares of that class of the Issuer's LBTY shares held by such holder as of the distribution record date. (Continued in Footnote 10)
Remarks
The Reporting Person elected to physically settle the LBTYK forward. Therefore, the Reporting Person will receive an amount in cash determined pursuant to the terms of the LBTYK forward from the counterparty, and the number of shares to be delivered by the Reporting Person on the settlement date for each component is as follows: (i) if the closing price of LBTYK on the maturity date for that component (the ''LBTYK settlement price'') is less than or equal to the LBTYK forward floor price, the Reporting Person will deliver the LBTYK Number of Shares; (ii) if the LBTYK settlement price is greater than the LBTYK forward floor price and less than or equal to the LBTYK forward cap price, the Reporting Person will deliver a number of shares that permits him to retain the appreciation in the shares above the LBTYK forward floor price; and (iii) if the LBTYK settlement price is greater than the LBTYK forward cap price, the Reporting Person will deliver a number of shares that permits him to retain the appreciation in the shares up to but not above the LBTYK forward cap price. The Reporting Person elected to cash settle the LILAK forward. Therefore, the amount of cash to be delivered or received by the Reporting Person on the settlement date for each component is as follows: (a) if the closing price of LILAK on the maturity date for that component (the ''LILAK settlement price'') is less than or equal to the LILAK forward floor price, the Reporting Person will be entitled to receive from the counterparty a cash amount equal to the difference times the LILAK Number of Shares; (b) if the LILAK settlement price is greater than the LILAK forward floor price but less than or equal to the LILAK forward cap price, neither party will be entitled to payment; and (c) if the LILAK settlement price is greater than the LILAK forward cap price, the counterparty will be entitled to receive from the Reporting Person a cash amount equal to the difference times the LILAK Number of Shares.