SEC Form 5 · accession 0001570585-18-000079
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
Dec 31, 2017
Accepted (ET)
Feb 14, 2018 · 9:02 pm EST
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 |
|---|---|---|---|---|---|---|---|---|
| LiLAC Class C | Dec 29, 2017 | J | 199,576 | $0.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LiLAC Share Appreciation Rights CF3 | $21.84 | Dec 29, 2017 | J | 56,960 | D | — | May 1, 2024 | LiLAC Class C | 56,960 | 0 | D |
| LiLAC Share Appreciation Rights CF4 | $40.61 | Dec 29, 2017 | J | 21,188 | D | — | May 1, 2023 | LiLAC Class C | 21,188 | 0 | D |
| LiLAC Share Appreciation Rights CF4 | $39.71 | Dec 29, 2017 | J | 52,872 | D | — | May 1, 2023 | LiLAC Class C | 52,872 | 0 | D |
| LiLAC Share Appreciation Rights CF5 | $50.84 | Dec 29, 2017 | J | 39,527 | D | — | May 1, 2022 | LiLAC Class C | 39,527 | 0 | D |
| LiLAC Share Appreciation Rights CF5 | $46.52 | Dec 29, 2017 | J | 16,078 | D | — | May 1, 2022 | LiLAC Class C | 16,078 | 0 | D |
| LiLAC Share Appreciation Rights CF6 | $35.37 | Dec 29, 2017 | J | 20,072 | D | — | May 1, 2021 | LiLAC Class C | 20,072 | 0 | D |
| LiLAC Share Appreciation Rights CF6 | $38.65 | Dec 29, 2017 | J | 50,088 | D | — | May 1, 2021 | LiLAC Class C | 50,088 | 0 | D |
| LiLAC Share Appreciation Rights CF7 | $29.66 | Dec 29, 2017 | J | 96,687 | D | — | Jun 24, 2020 | LiLAC Class C | 96,687 | 0 | D |
| LiLAC Share Appreciation Rights CF7 | $32.42 | Dec 29, 2017 | J | 241,301 | D | — | Jun 24, 2020 | LiLAC Class C | 241,301 | 0 | D |
| LiLAC Share Appreciation Rights CF7 | $31.37 | Dec 29, 2017 | J | 48,343 | D | — | Jun 24, 2020 | LiLAC Class C | 48,343 | 0 | D |
| LiLAC Share Appreciation Rights CF7 | $34.29 | Dec 29, 2017 | J | 120,710 | D | — | Jun 24, 2020 | LiLAC Class C | 120,710 | 0 | D |
| LiLAC Share Appreciation Rights CF7 | $33.35 | Dec 29, 2017 | J | 2,140 | D | — | May 1, 2020 | LiLAC Class C | 2,140 | 0 | D |
| LiLAC Share Appreciation Rights CF7 | $34.03 | Dec 29, 2017 | J | 10,679 | D | — | May 1, 2020 | LiLAC Class C | 10,679 | 0 | D |
| LiLAC Share Appreciation Rights CF7 | $31.14 | Dec 29, 2017 | J | 4,279 | D | — | May 1, 2020 | LiLAC Class C | 4,279 | 0 | D |
| LiLAC Share Appreciation Rights CF7 | $36.44 | Dec 29, 2017 | J | 5,338 | D | — | May 1, 2020 | LiLAC Class C | 5,338 | 0 | D |
| LiLAC Share Appreciation Rights CF7 | $22.51 | Dec 29, 2017 | J | 2,270 | D | — | May 1, 2019 | LiLAC Class C | 2,270 | 0 | D |
| LiLAC Share Appreciation Rights CF7 | $21.81 | Dec 29, 2017 | J | 4,540 | D | — | May 1, 2019 | LiLAC Class C | 4,540 | 0 | D |
| LiLAC Share Appreciation Rights CF7 | $23.84 | Dec 29, 2017 | J | 11,330 | D | — | May 1, 2019 | LiLAC Class C | 11,330 | 0 | D |
| LiLAC Share Appreciation Rights CF7 | $24.60 | Dec 29, 2017 | J | 5,664 | D | — | May 1, 2019 | LiLAC Class C | 5,664 | 0 | D |
| LiLAC Share Appreciation Rights CF7 | $22.88 | Dec 29, 2017 | J | 5,984 | D | — | May 1, 2018 | LiLAC Class C | 5,984 | 0 | D |
| LiLAC Share Appreciation Rights CF7 | $20.09 | Dec 29, 2017 | J | 4,795 | D | — | May 1, 2018 | LiLAC Class C | 4,795 | 0 | D |
| LiLAC Share Appreciation Rights CF7 | $20.93 | Dec 29, 2017 | J | 2,397 | D | — | May 1, 2018 | LiLAC Class C | 2,397 | 0 | D |
| LiLAC Share Appreciation Rights CF7 | $21.96 | Dec 29, 2017 | J | 11,967 | D | — | May 1, 2018 | LiLAC Class C | 11,967 | 0 | D |
Explanation of responses
- F1Pursuant to the Split-Off (as described in the Remarks section), all of the outstanding ordinary shares of Liberty Global plc's (the "Issuer") Class A LiLAC ordinary shares, Class B LiLAC ordinary shares and Class C LiLAC ordinary shares were redesignated as deferred shares (with virtually no economic rights) and those deferred shares were transferred for no consideration to a third-party designee. The Split-Off was exempt pursuant to Rule 16b-7 under the Securities Exchange Act of 1934, as amended (the "Act").
- F2In connection with the Split-Off, the SARs were converted on a one-for-one basis, pursuant to the anti-dilution provisions of the plan under which the SARs were granted, to SARs of Splitco with the same terms, conditions and share class as the Issuer's SARs. These transactions were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Act.
- F3The SARs provide for vesting of 12.5% of the shares on November 1, 2017, and the remaining shares in 14 equal quarterly installments commencing February 1, 2018.
- F4The SARs provide for vesting of 12.5% of the shares on November 1, 2016, and the remaining shares in 14 equal quarterly installments commencing February 1, 2017.
- F5The 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.
- 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 are immediately exercisable.
Remarks
On December 29, 2017, the Issuer effected the split-off of its wholly owned subsidiary, Liberty Latin America Ltd. ("Splitco"), by distributing Splitco's common shares (the "distribution") to the holders of the Issuer's LiLAC Ordinary Shares. Immediately following the distribution, the LiLAC Ordinary Shares were redesignated as deferred shares (with virtually no economic rights) and those deferred shares were transferred for no consideration to a third-party designee (such transactions together with the distribution, the "Split-Off"). In the distribution, holders of LiLAC Ordinary Shares received one share of the same class of common shares of Splitco for each LiLAC Ordinary Share held by them at 5:00 p.m., New York City time, on December 29, 2017. The trading symbols for the Issuer's classes of ordinary shares are LBTYA, LBTYB and LBTYK.