SEC Form 4 · accession 0001127602-15-023678
Liberty Global Ltd. · LBTYA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael T Fries
Officer — President & CEO · Director
Period of report
Jul 9, 2015
Accepted (ET)
Jul 29, 2015 · 5:40 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001570585
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Appreciation Rights AF2,F1,F3 | $12.57 | Jul 9, 2015 | J | 71,370 | A | — | May 1, 2017 | Liberty Global Class A | 71,370 | 71,370 | D |
| Share Appreciation Rights AF2,F1,F3 | $21.26 | Jul 9, 2015 | J | 48,168 | A | — | May 1, 2018 | Liberty Global Class A | 48,168 | 48,168 | D |
| Share Appreciation Rights AF2,F1,F4 | $22.85 | Jul 9, 2015 | J | 45,603 | A | — | May 1, 2019 | Liberty Global Class A | 45,603 | 45,603 | D |
| Share Appreciation Rights AF2,F1,F5 | $33.87 | Jul 9, 2015 | J | 42,988 | A | — | May 1, 2020 | Liberty Global Class A | 42,988 | 42,988 | D |
| Share Appreciation Rights AF2,F6 | $37.22 | Jul 9, 2015 | J | 201,746 | A | — | May 1, 2021 | Liberty Global Class A | 201,746 | 201,746 | D |
| Share Appreciation Rights AF2,F7 | $48.31 | Jul 9, 2015 | J | 157,121 | A | — | May 1, 2022 | Liberty Global Class A | 157,121 | 157,121 | D |
| Share Appreciation Rights CF1,F2,F3 | $12.46 | Jul 9, 2015 | J | 71,036 | A | — | May 1, 2017 | Liberty Global Class C | 71,036 | 71,036 | D |
| Share Appreciation Rights CF1,F2,F3 | $12.35 | Jul 9, 2015 | J | 142,107 | A | — | May 1, 2017 | Liberty Global Class C | 142,107 | 142,107 | D |
| Share Appreciation Rights CF1,F2,F3 | $21.09 | Jul 9, 2015 | J | 47,962 | A | — | May 1, 2018 | Liberty Global Class C | 47,962 | 47,962 | D |
| Share Appreciation Rights CF1,F2,F3 | $20.24 | Jul 9, 2015 | J | 95,916 | A | — | May 1, 2018 | Liberty Global Class C | 95,916 | 95,916 | D |
| Share Appreciation Rights CF1,F2,F4 | $22.67 | Jul 9, 2015 | J | 45,401 | A | — | May 1, 2019 | Liberty Global Class C | 45,401 | 45,401 | D |
| Share Appreciation Rights CF1,F2,F4 | $21.97 | Jul 9, 2015 | J | 90,808 | A | — | May 1, 2019 | Liberty Global Class C | 90,808 | 90,808 | D |
| Share Appreciation Rights CF1,F2,F5 | $33.59 | Jul 9, 2015 | J | 42,788 | A | — | May 1, 2020 | Liberty Global Class C | 42,788 | 42,788 | D |
| Share Appreciation Rights CF1,F2,F5 | $31.37 | Jul 9, 2015 | J | 85,596 | A | — | May 1, 2020 | Liberty Global Class C | 85,596 | 85,596 | D |
| Share Appreciation Rights CF2,F6 | $35.63 | Jul 9, 2015 | J | 401,446 | A | — | May 1, 2021 | Liberty Global Class C | 401,446 | 401,446 | D |
| Share Appreciation Rights CF2,F7 | $46.86 | Jul 9, 2015 | J | 316,802 | A | — | May 1, 2022 | Liberty Global Class C | 316,802 | 316,802 | D |
Explanation of responses
- F1On March 3, 2014, the Issuer distributed its Class C ordinary shares as a dividend to each holder of its ordinary shares at a rate of one Class C ordinary share for each ordinary share outstanding as of February 14, 2014 (the Class C Dividend). As a result of the Class C Dividend, pursuant to the anti-dilution provisions of the applicable incentive plan of the Issuer, all outstanding Class A share appreciation rights (SARs) previously reported by the Reporting Person were adjusted by allocating the exercise price of the original Class A SAR between a SAR based on Class A ordinary shares and a SAR based on Class C ordinary shares and all outstanding Class C SARs previously reported by the Reporting Person were adjusted by doubling the number of shares and reducing by half the base price. All other terms of the additional or adjusted Class C SARs are, in all material respects, the same as those of the corresponding original SARs.
- F2On July 1, 2015, the Issuer distributed, by means of a dividend, to each holder of ordinary shares one share of the corresponding Class of Issuer Latin America and Caribbean ordinary share ("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 anti-dilution provisions of the applicable incentive plan, all equity awards previously reported were adjusted by an adjustment to the exercise price or base price, as applicable, and number of shares relating to the original award and the Reporting Person received an equity award relating to shares of the corresponding class of LiLAC shares (a "LiLAC Award"). All other terms of the awards and the terms of the LiLAC Awards are, in all material respects, the same as those of the corresponding original award.
- F3The SARs are immediately exercisable.
- F4The SARs provide for vesting of 12.5% of the shares on November 1, 2012, and the remaining shares in 14 equal quarterly installments commencing February 1, 2013.
- F5The SARs provide for vesting of 12.5% of the shares on November 1, 2013, and the remaining shares in 14 equal quarterly installments commencing February 1, 2014.
- F6The SARs provide for vesting of 12.5% of the shares on November 1, 2014, and the remaining shares in 14 equal quarterly installments commencing February 1, 2015.
- F7The SARs provide for vesting of 12.5% of the shares on November 1, 2015, and the remaining shares in 14 equal quarterly installments commencing February 1, 2016.
Remarks
The trading symbols for the Issuer's Liberty Global Class A, Class B, and Class C ordinary shares are LBTYA, LBTYB, and LBTYK, respectively. The trading symbols for the Issuer's LiLAC Class A, Class B, and Class C ordinary shares are LILA, LILAB, and LILAK, respectively.