SEC Form 5 · accession 0001570585-18-000090

Liberty Global Ltd. · LBTYA

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

Table I — non-derivative securities

Table II — derivative securities

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").
• F2The 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.
• F3Held indirectly through Columbus Holding LLC, of which the Reporting Person has a controlling interest.
• 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.
• F5In connection with the Split-Off, the options were converted on a one-for-one basis, pursuant to the anti-dilution provisions of the plan under which the options were granted, to options of Splitco with the same terms, conditions and share class as the Issuer's options. These transactions were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Act.
• F6The option vests in three equal annual installments commencing on May 1, 2018.
• F7The option is immediately exercisable.
• F8The option vests in three equal annual installments commencing on May 1, 2017.
• F9The option vests in three equal annual installments commencing on May 1, 2016.

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.