SEC Form 4 · accession 0000899243-18-031634

· STRZ

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

Reporting owner

Mark H Rachesky M.D.

Director · 10% Owner

Period of report

Dec 19, 2018

Accepted (ET)

Dec 21, 2018 · 7:41 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000929351

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Voting Shares^F16,F7,F8	Dec 19, 2018	P	323,711	$14.47	A	1,022,094	I	See Footnotes
Class A Voting Shares^{F17,F16,F7,F8}	Dec 20, 2018	P	225,012	$13.9927	A	1,247,106	I	See Footnotes
Class A Voting Shares^{F18,F16,F7,F8}	Dec 21, 2018	P	130,669	$14.0641	A	1,377,775	I	See Footnotes
Class A Voting Shares^F16,F9	Dec 19, 2018	P	47,889	$14.47	A	141,197	I	See Footnote
Class A Voting Shares^F17,F16,F9	Dec 20, 2018	P	33,288	$13.9927	A	174,485	I	See Footnote
Class A Voting Shares^F18,F16,F9	Dec 21, 2018	P	19,331	$14.0641	A	193,816	I	See Footnote
Class A Voting Shares^F16	holding	—	—		—	37,408	D
Class B Non-Voting Shares^F16	holding	—	—		—	37,741	D
Class A Voting Shares^F16,F1	holding	—	—		—	407	D
Class B Non-Voting Shares^F16,F2	holding	—	—		—	407	D
Class A Voting Shares^F16,F3	holding	—	—		—	550	D
Class B Non-voting Shares^F16,F4	holding	—	—		—	574	D
Class A Voting Shares^F16,F5	holding	—	—		—	1,115	D
Class B Non-voting Shares^F16,F6	holding	—	—		—	1,174	D
Class B Non-Voting Shares^F16,F7,F8	holding	—	—		—	698,383	I	See Footnotes
Class B Non-Voting Shares^F16,F9	holding	—	—		—	93,308	I	See Footnote
Class A Voting Shares^F16,F10,F11	holding	—	—		—	693,137	I	See Footnotes
Class B Non-Voting Shares^F16,F10,F11	holding	—	—		—	693,137	I	See Footnotes
Class A Voting Shares^F16,F12,F13	holding	—	—		—	1,746,221	I	See Footnotes
Class B Non-Voting Shares^F16,F12,F13	holding	—	—		—	1,746,221	I	See Footnotes
Class A Voting Shares^F16,F14,F15	holding	—	—		—	11,874,473	I	See Footnotes
Class B Non-Voting Shares^F16,F14,F15	holding	—	—		—	11,874,473	I	See Footnotes

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Class A Voting Shares, which are scheduled to vest in one remaining installment on September 13, 2019.
F10These shares are held for the account of MHR Institutional Partners II LP, a Delaware limited partnership ("Institutional Partners II"). MHR Institutional Advisors II LLC, a Delaware limited liability company ("Institutional Advisors II"), is the general partner of Institutional Partners II. MHRC II LLC, a Delaware limited liability company ("MHRC II"), is the managing member of Institutional Advisors II. Dr. Rachesky is the managing member of MHRC II. Fund Management has an investment management agreement with Institutional Partners II pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Institutional Partners II. MHR Holdings is the managing member of Fund Management. (Continued to footnote 11)
F11Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of Institutional Partners II. Each of Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
F12These shares are held for the account of MHR Institutional Partners IIA LP, a Delaware limited partnership ("Institutional Partners IIA"). Institutional Advisors II is the general partner of Institutional Partners IIA. MHRC II is the managing member of Institutional Advisors II. Dr. Rachesky is the managing member of MHRC II. Fund Management has an investment management agreement with Institutional Partners IIA pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Institutional Partners IIA. MHR Holdings is the managing member of Fund Management. (Continued to footnote 13)
F13Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of Institutional Partners IIA. Each of Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
F14These shares are held for the account of Institutional Partners III LP, a Delaware limited partnership ("Institutional Partners III"). MHR Institutional Advisors III LLC, a Delaware limited liability company ("Institutional Advisors III"), is the general partner of Institutional Partners III. Dr. Rachesky is the managing member of Institutional Advisors III. Fund Management is an affiliate of, and has an investment management agreement with, Institutional Partners III pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Institutional Partners III. MHR Holdings is the managing member of Fund Management. (Continued to footnote 15)
F15Accordingly, Institutional Advisors III, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of Institutional Partners III. Each of Institutional Advisors III, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
F16The shares reported as owned on this Form 4 do not include the shares, which the reporting persons may be deemed to beneficially own as a result of that certain Voting and Standstill Agreement, by and among the Issuer, Liberty Global Incorporated Limited, a limited company organized under the laws of England and Wales ("Liberty"), Discovery Lightning Investments Ltd., a limited company organized under the laws of England and Wales ("Discovery" and, together with Liberty, the "Buyers"), the parent companies of the Buyers, John C. Malone, Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA, Institutional Partners III and Fund Management, but as to which they have no pecuniary interest.
F17The price reported in Column 4 is a weighted average price. These Class A Voting Shares were purchased in multiple transactions at prices ranging from $13.7100 to $14.3200. The reporting persons undertake to provide to the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of Class A Voting Shares purchased at each separate price within the ranges set forth in footnotes (17) through (18) of this Form 4.
F18The price reported in Column 4 is a weighted average price. These Class A Voting Shares were purchased in multiple transactions at prices ranging from $13.9800 to $14.1000.
F2These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Class B Non-Voting Shares, which are scheduled to vest in one remaining installment on September 13, 2019.
F3These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Class A Voting Shares, which are scheduled to vest in two remaining equal annual installments beginning on September 12, 2019.
F4These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Class B Non-Voting Shares, which are scheduled to vest in two remaining equal annual installments beginning on September 12, 2019.
F5These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Class A Voting Shares, which are scheduled to vest in three equal annual installments beginning on September 11, 2019.
F6These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Class B Non-Voting Shares, which are scheduled to vest in three equal annual installments beginning on September 11, 2019.
F7These shares are held for the account of MHR Capital Partners Master Account LP, an Anguilla, British West Indies limited partnership ("Master Account"). MHR Advisors LLC, a Delaware limited liability company ("Advisors"), is the general partner of Master Account. MHRC LLC, a Delaware limited liability company ("MHRC"), is the managing member of Advisors. Mark H. Rachesky, M.D. ("Dr. Rachesky") is the managing member of MHRC. MHR Fund Management LLC ("Fund Management") has an investment management agreement with Master Account pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Master Account. MHR Holdings LLC, a Delaware limited liability company ("MHR Holdings"), is the managing member of Fund Management. (Continued to footnote 8)
F8Accordingly, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of Master Account. Each of Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
F9These shares are held for the account of MHR Capital Partners (100) LP, a Delaware limited partnership ("Capital Partners (100)"). Advisors is the general partner of Capital Partners (100). MHRC is the managing member of Advisors. Dr. Rachesky is the managing member of MHRC. Fund Management has an investment management agreement with Capital Partners (100) pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Capital Partners (100). MHR Holdings is the managing member of Fund Management. Accordingly, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of Capital Partners (100). Each of Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.