SEC Form 5 · accession 0001712184-18-000091
Liberty Latin America Ltd. · LILA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael T Fries
Officer — Executive Chairman · Director
Period of report
Dec 31, 2017
Accepted (ET)
Feb 14, 2018 · 9:15 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001712184
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 CF2 | $20.09 | Dec 29, 2017 | J | 4,795 | A | — | May 1, 2018 | Class C Common Shares | 4,795 | 4,795 | D |
| Share Appreciation Rights CF2 | $21.96 | Dec 29, 2017 | J | 11,967 | A | — | May 1, 2018 | Class C Common Shares | 11,967 | 11,967 | D |
| Share Appreciation Rights CF2 | $22.88 | Dec 29, 2017 | J | 5,984 | A | — | May 1, 2018 | Class C Common Shares | 5,984 | 5,984 | D |
| Share Appreciation Rights CF2 | $20.93 | Dec 29, 2017 | J | 2,397 | A | — | May 1, 2018 | Class C Common Shares | 2,397 | 2,397 | D |
| Share Appreciation Rights CF2 | $21.81 | Dec 29, 2017 | J | 4,540 | A | — | May 1, 2019 | Class C Common Shares | 4,540 | 4,540 | D |
| Share Appreciation Rights CF2 | $24.60 | Dec 29, 2017 | J | 5,664 | A | — | May 1, 2019 | Class C Common Shares | 5,664 | 5,664 | D |
| Share Appreciation Rights CF2 | $22.51 | Dec 29, 2017 | J | 2,270 | A | — | May 1, 2019 | Class C Common Shares | 2,270 | 2,270 | D |
| Share Appreciation Rights CF2 | $23.84 | Dec 29, 2017 | J | 11,330 | A | — | May 1, 2019 | Class C Common Shares | 11,330 | 11,330 | D |
| Share Appreciation Rights CF2 | $36.44 | Dec 29, 2017 | J | 5,338 | A | — | May 1, 2020 | Class C Common Shares | 5,338 | 5,338 | D |
| Share Appreciation Rights CF2 | $31.14 | Dec 29, 2017 | J | 4,279 | A | — | May 1, 2020 | Class C Common Shares | 4,279 | 4,279 | D |
| Share Appreciation Rights CF2 | $33.35 | Dec 29, 2017 | J | 2,140 | A | — | May 1, 2020 | Class C Common Shares | 2,140 | 2,140 | D |
| Share Appreciation Rights CF2 | $34.03 | Dec 29, 2017 | J | 10,679 | A | — | May 1, 2020 | Class C Common Shares | 10,679 | 10,679 | D |
| Share Appreciation Rights CF2 | $32.42 | Dec 29, 2017 | J | 241,301 | A | — | Jun 24, 2020 | Class C Common Shares | 241,301 | 241,301 | D |
| Share Appreciation Rights CF2 | $29.66 | Dec 29, 2017 | J | 96,687 | A | — | Jun 24, 2020 | Class C Common Shares | 96,687 | 96,687 | D |
| Share Appreciation Rights CF2 | $31.37 | Dec 29, 2017 | J | 48,343 | A | — | Jun 24, 2020 | Class C Common Shares | 48,343 | 48,343 | D |
| Share Appreciation Rights CF2 | $34.29 | Dec 29, 2017 | J | 120,710 | A | — | Jun 24, 2020 | Class C Common Shares | 120,710 | 120,710 | D |
| Share Appreciation Rights CF3 | $35.37 | Dec 29, 2017 | J | 20,072 | A | — | May 1, 2021 | Class C Common Shares | 20,072 | 20,072 | D |
| Share Appreciation Rights CF3 | $38.65 | Dec 29, 2017 | J | 50,088 | A | — | May 1, 2021 | Class C Common Shares | 50,088 | 50,088 | D |
| Share Appreciation Rights CF4 | $46.52 | Dec 29, 2017 | J | 16,078 | A | — | May 1, 2022 | Class C Common Shares | 16,078 | 16,078 | D |
| Share Appreciation Rights CF4 | $50.84 | Dec 29, 2017 | J | 39,527 | A | — | May 1, 2022 | Class C Common Shares | 39,527 | 39,527 | D |
| Share Appreciation Rights CF5 | $39.71 | Dec 29, 2017 | J | 52,872 | A | — | May 1, 2023 | Class C Common Shares | 52,872 | 52,872 | D |
| Share Appreciation Rights CF5 | $40.61 | Dec 29, 2017 | J | 21,188 | A | — | May 1, 2023 | Class C Common Shares | 21,188 | 21,188 | D |
| Share Appreciation Rights CF6 | $21.84 | Dec 29, 2017 | J | 56,960 | A | — | May 1, 2024 | Class C Common Shares | 56,960 | 56,960 | D |
Explanation of responses
- F1This share appreciation right ("SAR") was granted as a result of the adjustments described in this footnote. In connection with the completion of the Split-Off (as described in the Remarks section), all SARs 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 SAR awards were granted, such that the reporting person (i) disposed of the Pre-Split LiLAC Award and (ii) received a SAR 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 Securities Exchange Act of 1934, as amended.
- F2The SARs are immediately exercisable.
- F3The SARs provide for vesting of 12.5% of the shares on November 1, 2014, and the remaining shares in 14 equal quarterly installments commencing on February 1, 2015.
- F4The SARs provide for vesting of 12.5% of the shares on November 1, 2015, and the remaining shares in 14 equal quarterly installments commencing on February 1, 2016.
- F5The SARs provide for vesting of 12.5% of the shares on November 1, 2016, and the remaining shares in 14 equal quarterly installments commencing on February 1, 2017.
- F6The SARs provide for vesting of 12.5% of the shares on November 1, 2017, and the remaining shares in 14 equal quarterly installments commencing on February 1, 2018.
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.