SEC Form 5 · accession 0001712184-18-000088
Liberty Latin America Ltd. · LILA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Miranda Curtis
Director
Period of report
Dec 31, 2017
Accepted (ET)
Feb 14, 2018 · 9:14 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001712184
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common SharesF1 | Dec 29, 2017 | J | 218 | — | A | 218 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Option A (right to buy)F3 | $11.52 | Dec 29, 2017 | J | 147 | A | — | Jun 17, 2020 | Class A Common Shares | 147 | 147 | D |
| Share Option A (right to buy)F3 | $12.80 | Dec 29, 2017 | J | 368 | A | — | Jun 17, 2020 | Class A Common Shares | 368 | 368 | D |
| Share Option A (right to buy)F3 | $31.65 | Dec 29, 2017 | J | 231 | A | — | Jun 28, 2020 | Class A Common Shares | 231 | 231 | D |
| Share Option A (right to buy)F3 | $35.16 | Dec 29, 2017 | J | 578 | A | — | Jun 28, 2020 | Class A Common Shares | 578 | 578 | D |
| Share Option A (right to buy)F3 | $18.03 | Dec 29, 2017 | J | 52 | A | — | Jun 21, 2021 | Class A Common Shares | 52 | 52 | D |
| Share Option A (right to buy)F3 | $20.02 | Dec 29, 2017 | J | 130 | A | — | Jun 21, 2021 | Class A Common Shares | 130 | 130 | D |
| Share Option A (right to buy)F3 | $37.31 | Dec 29, 2017 | J | 285 | A | — | Jun 26, 2021 | Class A Common Shares | 285 | 285 | D |
| Share Option A (right to buy)F3 | $41.43 | Dec 29, 2017 | J | 712 | A | — | Jun 26, 2021 | Class A Common Shares | 712 | 712 | D |
| Share Option A (right to buy)F3 | $23.20 | Dec 29, 2017 | J | 248 | A | — | Jun 19, 2022 | Class A Common Shares | 248 | 248 | D |
| Share Option A (right to buy)F3 | $20.89 | Dec 29, 2017 | J | 99 | A | — | Jun 19, 2022 | Class A Common Shares | 99 | 99 | D |
| Share Option A (right to buy)F4 | $48.17 | Dec 29, 2017 | J | 215 | A | — | Jun 25, 2022 | Class A Common Shares | 215 | 215 | D |
| Share Option A (right to buy)F4 | $53.50 | Dec 29, 2017 | J | 536 | A | — | Jun 25, 2022 | Class A Common Shares | 536 | 536 | D |
| Share Option A (right to buy)F5 | $36.94 | Dec 29, 2017 | J | 292 | A | — | Jun 16, 2023 | Class A Common Shares | 292 | 292 | D |
| Share Option A (right to buy)F5 | $36.66 | Dec 29, 2017 | J | 728 | A | — | Jun 16, 2023 | Class A Common Shares | 728 | 728 | D |
| Share Option A (right to buy)F6 | $20.71 | Dec 29, 2017 | J | 894 | A | — | Jun 21, 2024 | Class A Common Shares | 894 | 894 | D |
Explanation of responses
- F1Pursuant to the Split-Off (as described in the Remarks section), the reporting person received one share of the same class of common shares of Liberty Latin America Ltd. (the "Issuer") for each share of Liberty Global plc's ("Liberty Global") LiLAC ordinary shares held by the reporting person at 5:00 p.m., New York City time, on December 29, 2017. The Split-Off was exempt pursuant to Rule 16b-7 under the Securities Exchange Act of 1934, as amended (the "Act").
- F2This option was granted as a result of the adjustments described in this footnote. In connection with the completion of the Split-Off, all option awards held by the reporting person with respect to Liberty Global's LiLAC ordinary shares (each, a "Pre-Split LiLAC Award") were adjusted pursuant to the anti-dilution provisions of the incentive plan under which the option awards were granted, such that the reporting person (i) disposed of the Pre-Split LiLAC Award and (ii) received an option relating to shares of the corresponding class of the Issuer's common shares ("Post-Split Splitco Award"). The terms of the Post-Split Splitco Award will, in all material respects, be the same as those of the corresponding Pre-Split LiLAC Award. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Act.
- F3The option is immediately exercisable.
- F4The option vests in three equal annual installments commencing on the date of Liberty Global's 2016 annual general meeting of shareholders and on the date of each Liberty Global annual general meeting of shareholders thereafter.
- F5The option vests in three equal annual installments commencing on the date of Liberty Global's 2017 annual general meeting of shareholders and on the date of each Liberty Global annual general meeting of shareholders thereafter.
- F6The option vests in three equal annual installments commencing on the date of Liberty Global's 2018 annual general meeting of shareholders and on the date of each Liberty Global annual general meeting of shareholders thereafter.
Remarks
On December 29, 2017, Liberty Global effected the split-off of its wholly-owned subsidiary, the Issuer, by distributing the Issuer's common shares (the "distribution") to the holders of Liberty Global'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 the Issuer 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 common shares are LILA, LILAB, and LILAK.