SEC Form 4 · accession 0001570585-17-000310
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 | Sep 13, 2017 | J | 96,701 | — | D | 5,072,555 | D | |
| Liberty Global Class CF2 | Sep 14, 2017 | J | 96,679 | — | D | 4,975,876 | D | |
| Liberty Global Class CF3 | holding | — | — | — | 756,405 | I | By Spouse | |
| Liberty Global Class CF4 | holding | — | — | — | 6,937,225 | 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 | — | Sep 13, 2017 | J | 1 | D | — | — | Liberty Global Class C | 220,000 | 1 | D |
| Forward sale contract (obligation to sell)F11,F9,F10,F12 | — | Sep 13, 2017 | J | 1 | D | — | — | LiLAC Class C | 38,459 | 1 | D |
| Forward sale contract (obligation to sell)F2,F6,F7,F8 | — | Sep 14, 2017 | J | 1 | D | — | — | Liberty Global Class C | 110,000 | 0 | D |
| Forward sale contract (obligation to sell)F13,F9,F10,F12 | — | Sep 14, 2017 | J | 1 | D | — | — | LiLAC Class C | 19,235 | 0 | D |
Explanation of responses
- F1On September 13, 2017, the nineteenth 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 nineteenth component was above the LBTYK forward cap price; therefore, the Reporting Person delivered 96,701 shares of the Issuer's Liberty Global Class C ordinary shares ("LBTYK") to the counterparty (as defined below) and retained 13,299 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.
- F11On September 13, 2017, the nineteenth 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 nineteenth component was below the LILAK forward floor price and (ii) the 2016 adjustment portion of the nineteenth component was between the LILAK forward cap price and the LILAK forward floor price; therefore, the Reporting Person received an amount in cash from the counterparty for the 2015 adjustment portion 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 matured on sequential trading days over the period beginning on August 17, 2017 and ending on September 14, 2017.
- F13On September 14, 2017, the twentieth 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 twentieth component was below the LILAK forward floor price and (ii) the 2016 adjustment portion of the twentieth component was between the LILAK forward cap price and the LILAK forward floor price; therefore, the Reporting Person received an amount in cash from the counterparty for the 2015 adjustment portion pursuant to the terms of the LILAK forward.
- F2On September 14, 2017, the twentieth 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 twentieth component was above the LBTYK forward cap price; therefore, the Reporting Person delivered 96,679 shares of LBTYK to the counterparty and retained 13,321 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.
- F8The forward sale contract is divided into 20 components, each with respect to 110,000 LBTYK shares. The components matured 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 received an amount in cash determined pursuant to the terms of the LBTYK forward from the counterparty, and the number of shares 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") was less than or equal to the LBTYK forward floor price, the Reporting Person delivered the LBTYK Number of Shares; (ii) if the LBTYK settlement price was greater than the LBTYK forward floor price and less than or equal to the LBTYK forward cap price, the Reporting Person delivered a number of shares that permitted him to retain the appreciation in the shares above the LBTYK forward floor price; and (iii) if the LBTYK settlement price was greater than the LBTYK forward cap price, the Reporting Person delivered a number of shares that permitted 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 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") was less than or equal to the LILAK forward floor price, the Reporting Person was 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 was greater than the LILAK forward floor price but less than or equal to the LILAK forward cap price, neither party was entitled to payment; and (c) if the LILAK settlement price was greater than the LILAK forward cap price, the counterparty was entitled to receive from the Reporting Person a cash amount equal to the difference times the LILAK Number of Shares.