SEC Form 4 · accession 0001127602-15-018173

Liberty Global Ltd. · LBTYA

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

Reporting owner

John C Malone

Director · 10% Owner

Period of report

May 19, 2015

Accepted (ET)

May 21, 2015 · 6:18 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001570585

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Ordinary Shares^F1	May 19, 2015	M	27,323	$17.98	A	979,500	D
Class A Ordinary Shares^F2	May 19, 2015	M	22,141	$23.37	A	1,001,641	D
Class A Ordinary Shares^F3	May 19, 2015	M	24,104	$25.12	A	1,025,745	D
Class A Ordinary Shares^F4	May 19, 2015	M	12,129	$37.23	A	1,037,874	D
Class A Ordinary Shares	May 19, 2015	M	9,900	$40.91	A	1,047,774	D
Class C Ordinary Shares^F5	May 19, 2015	M	27,323	$17.80	A	4,691,518	D
Class C Ordinary Shares^F6	May 19, 2015	M	57,638	$16.97	A	4,749,156	D
Class C Ordinary Shares^F5	May 19, 2015	M	22,141	$23.13	A	4,771,297	D
Class C Ordinary Shares^F7	May 19, 2015	M	46,388	$22.20	A	4,817,685	D
Class C Ordinary Shares^F5	May 19, 2015	M	24,104	$24.87	A	4,841,789	D
Class C Ordinary Shares^F8	May 19, 2015	M	49,998	$24.10	A	4,891,787	D
Class C Ordinary Shares^F5	May 19, 2015	M	12,129	$36.85	A	4,903,916	D
Class C Ordinary Shares^F9	May 19, 2015	M	26,112	$34.41	A	4,930,028	D
Class C Ordinary Shares	May 19, 2015	M	19,800	$39.09	A	4,949,828	D
Class A Ordinary Shares^F10	holding	—	—		—	90,303	I	By Spouse
Class C Ordinary Shares^F11	holding	—	—		—	7,597,225	I	By A Trust
Class C Ordinary Shares^F10	holding	—	—		—	680,041	I	By Spouse

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option A (right to buy)^F1,F12	$17.98	May 19, 2015	M	27,323	D	—	Dec 16, 2020	Class A Ordinary Shares	27,323	0	D
Stock Option A (right to buy)^F2,F12	$23.37	May 19, 2015	M	22,141	D	—	May 1, 2021	Class A Ordinary Shares	22,141	0	D
Stock Option A (right to buy)^F3,F12	$25.12	May 19, 2015	M	24,104	D	—	May 1, 2022	Class A Ordinary Shares	24,104	0	D
Stock Option A (right to buy)^F4,F13	$37.23	May 19, 2015	M	12,129	D	—	May 1, 2023	Class A Ordinary Shares	12,129	6,065	D
Stock Option A (right to buy)^F14	$40.91	May 19, 2015	M	9,900	D	—	May 1, 2021	Class A Ordinary Shares	9,900	19,799	D
Stock Option C (right to buy)^F5,F12	$17.80	May 19, 2015	M	27,323	D	—	Dec 16, 2020	Class C Ordinary Shares	27,323	0	D
Stock Option C (right to buy)^F6,F12	$16.97	May 19, 2015	M	57,638	D	—	Dec 16, 2020	Class C Ordinary Shares	57,638	0	D
Stock Option C (right to buy)^F5,F12	$23.13	May 19, 2015	M	22,141	D	—	May 1, 2021	Class C Ordinary Shares	22,141	0	D
Stock Option C (right to buy)^F7,F12	$22.20	May 19, 2015	M	46,388	D	—	May 1, 2021	Class C Ordinary Shares	46,388	0	D
Stock Option C (right to buy)^F5,F12	$24.87	May 19, 2015	M	24,104	D	—	May 1, 2022	Class C Ordinary Shares	24,104	0	D
Stock Option C (right to buy)^F8,F12	$24.10	May 19, 2015	M	49,998	D	—	May 1, 2022	Class C Ordinary Shares	49,998	0	D
Stock Option C (right to buy)^F5,F13	$36.85	May 19, 2015	M	12,129	D	—	May 1, 2023	Class C Ordinary Shares	12,129	6,065	D
Stock Option C (right to buy)^F9,F13	$34.41	May 19, 2015	M	26,112	D	—	May 1, 2023	Class C Ordinary Shares	26,112	13,056	D
Stock Option C (right to buy)^F14	$39.09	May 19, 2015	M	19,800	D	—	May 1, 2021	Class C Ordinary Shares	19,800	39,598	D

Explanation of responses

F1On March 3, 2014, the Issuer distributed Class C ordinary shares as a dividend at the rate of one Class C ordinary share for each ordinary share outstanding as of February 14, 2014. As a result, pursuant to the anti-dilution provisions of the applicable incentive plan of the Issuer, a Class A option previously reported as an option for 27,323 shares at an exercise price of $35.78 per share was adjusted to reflect the dividend.
F10The 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.
F11Held by a charitable remainder unitrust of which the Reporting Person is sole trustee and, with his spouse, retains a unitrust interest in the trust.
F12The option is immediately exercisable.
F13The option vests in three equal annual installments commencing on May 1, 2014.
F14The option vests in three equal annual installments commencing on May 1, 2015.
F2On March 3, 2014, the Issuer distributed Class C ordinary shares as a dividend at the rate of one Class C ordinary share for each ordinary share outstanding as of February 14, 2014. As a result, pursuant to the anti-dilution provisions of the applicable incentive plan of the Issuer, a Class A option previously reported as an option for 22,141 shares at an exercise price of $46.50 per share was adjusted to reflect the dividend.
F3On March 3, 2014, the Issuer distributed Class C ordinary shares as a dividend at the rate of one Class C ordinary share for each ordinary share outstanding as of February 14, 2014. As a result, pursuant to the anti-dilution provisions of the applicable incentive plan of the Issuer, a Class A option previously reported as an option for 24,104 shares at an exercise price of $49.99 per share was adjusted to reflect the dividend.
F4On March 3, 2014, the Issuer distributed Class C ordinary shares as a dividend at the rate of one Class C ordinary share for each ordinary share outstanding as of February 14, 2014. As a result, pursuant to the anti-dilution provisions of the applicable incentive plan of the Issuer, a Class A option previously reported as an option for 18,194 shares at an exercise price of $74.08 per share was adjusted to reflect the dividend.
F5On March 3, 2014, the Issuer distributed Class C ordinary shares as a dividend at the rate of one Class C ordinary share for each ordinary share outstanding as of February 14, 2014. As a result, pursuant to the anti-dilution provisions of the applicable incentive plan of the Issuer, a Class A option was adjusted for the dividend by allocating the exercise price of the original Class A option between an option based on Class A ordinary shares and an option based on Class C ordinary shares.
F6On March 3, 2014, the Issuer distributed Class C ordinary shares as a dividend at the rate of one Class C ordinary share for each ordinary share outstanding as of February 14, 2014. As a result, pursuant to the anti-dilution provisions of the applicable incentive plan of the Issuer, a Class C option previously reported as an option for 28,819 shares at an exercise price of $33.93 per share was adjusted to reflect the dividend.
F7On March 3, 2014, the Issuer distributed Class C ordinary shares as a dividend at the rate of one Class C ordinary share for each ordinary share outstanding as of February 14, 2014. As a result, pursuant to the anti-dilution provisions of the applicable incentive plan of the Issuer, a Class C option previously reported as an option for 23,194 shares at an exercise price of $44.39 per share was adjusted to reflect the dividend.
F8On March 3, 2014, the Issuer distributed Class C ordinary shares as a dividend at the rate of one Class C ordinary share for each ordinary share outstanding as of February 14, 2014. As a result, pursuant to the anti-dilution provisions of the applicable incentive plan of the Issuer, a Class C option previously reported as an option for 24,999 shares at an exercise price of $48.20 per share was adjusted to reflect the dividend.
F9On March 3, 2014, the Issuer distributed Class C ordinary shares as a dividend at the rate of one Class C ordinary share for each ordinary share outstanding as of February 14, 2014. As a result, pursuant to the anti-dilution provisions of the applicable incentive plan of the Issuer, a Class C option previously reported as an option for 19,584 shares at an exercise price of $68.82 per share was adjusted to reflect the dividend.

Remarks

The trading symbols for the Issuer's Class A, Class B, and Class C ordinary shares are LBTYA, LBTYB, and LBTYK, respectively.