SEC Form 5 · accession 0001712184-18-000097
Liberty Latin America Ltd. · LILA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John C Malone
Director · 10% Owner
Period of report
Dec 31, 2017
Accepted (ET)
Feb 14, 2018 · 9:17 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 | 1,031,840 | — | A | 1,031,840 | D | |
| Class A Common SharesF1,F2 | Dec 29, 2017 | J | 29,641 | — | A | 29,641 | I | By Spouse |
| Class A Common SharesF1,F3 | Dec 29, 2017 | J | 859,555 | — | A | 859,555 | I | by Columbus Holding LLC |
| Class B Common SharesF4,F1,F5 | Dec 29, 2017 | J | 1,516,508 | — | A | 1,516,508 | I | By A Trust |
| Class C Common SharesF1 | Dec 29, 2017 | J | 3,287,533 | — | A | 3,287,533 | D | |
| Class C Common SharesF1,F2 | Dec 29, 2017 | J | 151,785 | — | A | 151,785 | I | By Spouse |
| Class C Common SharesF1,F5 | Dec 29, 2017 | J | 1,263,869 | — | A | 1,263,869 | I | By A Trust |
| Class C Common SharesF1,F3 | Dec 29, 2017 | J | 2,042,742 | — | A | 2,042,742 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Option A (right to buy)F7 | $35.06 | Dec 29, 2017 | J | 1,039 | A | — | May 1, 2021 | Class A Common Shares | 1,039 | 1,039 | D |
| Share Option A (right to buy)F7 | $38.94 | Dec 29, 2017 | J | 2,595 | A | — | May 1, 2021 | Class A Common Shares | 2,595 | 2,595 | D |
| Share Option A (right to buy)F8 | $50.55 | Dec 29, 2017 | J | 3,252 | A | — | May 1, 2022 | Class A Common Shares | 3,252 | 3,252 | D |
| Share Option A (right to buy)F8 | $45.52 | Dec 29, 2017 | J | 1,307 | A | — | May 1, 2022 | Class A Common Shares | 1,307 | 1,307 | D |
| Share Option A (right to buy)F9 | $39.48 | Dec 29, 2017 | J | 3,775 | A | — | May 1, 2023 | Class A Common Shares | 3,775 | 3,775 | D |
| Share Option A (right to buy)F7 | $31.91 | Dec 29, 2017 | J | 318 | A | — | May 1, 2023 | Class A Common Shares | 318 | 318 | D |
| Share Option A (right to buy)F7 | $35.44 | Dec 29, 2017 | J | 794 | A | — | May 1, 2023 | Class A Common Shares | 794 | 794 | D |
| Share Option A (right to buy)F9 | $37.53 | Dec 29, 2017 | J | 1,513 | A | — | May 1, 2023 | Class A Common Shares | 1,513 | 1,513 | D |
| Share Option A (right to buy)F10 | $21.43 | Dec 29, 2017 | J | 4,060 | A | — | May 1, 2024 | Class A Common Shares | 4,060 | 4,060 | D |
| Share Option C (right to buy)F7 | $38.65 | Dec 29, 2017 | J | 5,164 | A | — | May 1, 2021 | Class C Common Shares | 5,164 | 5,164 | D |
| Share Option C (right to buy)F7 | $35.37 | Dec 29, 2017 | J | 2,069 | A | — | May 1, 2021 | Class C Common Shares | 2,069 | 2,069 | D |
| Share Option C (right to buy)F8 | $50.84 | Dec 29, 2017 | J | 6,557 | A | — | May 1, 2022 | Class C Common Shares | 6,557 | 6,557 | D |
| Share Option C (right to buy)F8 | $46.52 | Dec 29, 2017 | J | 2,667 | A | — | May 1, 2022 | Class C Common Shares | 2,667 | 2,667 | D |
| Share Option C (right to buy)F7 | $31.14 | Dec 29, 2017 | J | 682 | A | — | May 1, 2023 | Class C Common Shares | 682 | 682 | D |
| Share Option C (right to buy)F7 | $33.35 | Dec 29, 2017 | J | 317 | A | — | May 1, 2023 | Class C Common Shares | 317 | 317 | D |
| Share Option C (right to buy)F9 | $40.61 | Dec 29, 2017 | J | 3,026 | A | — | May 1, 2023 | Class C Common Shares | 3,026 | 3,026 | D |
| Share Option C (right to buy)F7 | $36.44 | Dec 29, 2017 | J | 791 | A | — | May 1, 2023 | Class C Common Shares | 791 | 791 | D |
| Share Option C (right to buy)F7 | $34.03 | Dec 29, 2017 | J | 1,703 | A | — | May 1, 2023 | Class C Common Shares | 1,703 | 1,703 | D |
| Share Option C (right to buy)F9 | $39.71 | Dec 29, 2017 | J | 7,550 | A | — | May 1, 2023 | Class C Common Shares | 7,550 | 7,550 | D |
| Share Option C (right to buy)F10 | $21.84 | Dec 29, 2017 | J | 8,119 | A | — | May 1, 2024 | Class C Common Shares | 8,119 | 8,119 | 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").
- F10The option vests in three equal annual installments commencing on May 1, 2018.
- 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 the purpose of Section 16 or for any other purpose.
- F3Held indirectly through Columbus Holding LLC, of which the Reporting Person has a controlling interest.
- F4Each Class B common share is convertible, at the holder's election, into one Class A common share at any time for no consideration other than the surrender of the Class B common share for the Class A common share.
- F5Held by a charitable remainder unitrust of which the Reporting Person is co-trustee and, with his spouse, retains a unitrust interest in the trust.
- F6This 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 award 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.
- F7The option is immediately exercisable.
- F8The option vests in three equal annual installments commencing on May 1, 2016.
- F9The option vests in three equal annual installments commencing on May 1, 2017.
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.