FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Liberty Global, Inc. [ LBTY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/14/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Series A common stock | 06/15/2005 | A | 8,043 | A | (1)(2) | 8,043 | D | |||
Series A common stock | 06/15/2005 | A | 1,759 | A | (1)(3) | 1,759 | I | by 401(k) Plan |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $38.24 | 06/15/2005 | A | 86,200 | (5) | 11/24/2014 | Series A common | 86,200 | (1)(6) | 86,200 | D | ||||
Stock Appreciation Right | $21.21 | 06/15/2005 | A | 177,572 | (7) | 10/01/2013 | Series A common | 177,572 | (1)(8) | 177,572 | D | ||||
Stock Appreciation Right | $13.32 | 06/15/2005 | A | 177,572 | (7) | 10/01/2013 | Series A common | 177,572 | (1)(9) | 177,572 | D | ||||
Stock Appreciation Right | $32.95 | 06/15/2005 | A | 3,903 | 09/15/2004 | 09/15/2014 | Series A common | 3,903 | (1)(10) | 3,903 | D | ||||
Stock Option (right to buy) | $46.75 | 07/14/2005 | A | 85,000 | (4) | 07/14/2012 | Series A common | 85,000 | $0 | 85,000 | D |
Explanation of Responses: |
1. This transaction is being reported on this Form 4 in accordance with Rule 16a-2(a) promulgated under the Exchange Act. |
2. Received in exchange for 36,840 shares of UnitedGlobalCom, Inc. ("UGC") Class A common stock and 104 shares of Liberty Media International, Inc. ("LMI") Series A common stock in connection with the merger of UGC and LMI, respectively, with subsidiaries of the Issuer (the "Merger") at an exchange rate of .2155 of the Issuer's Series A common stock for each share of UGC Class A common stock (having a market value of $9.50) and one of Issuer's Series A common stock for each share of LMI Series A common stock (having a market value of $44.38). |
3. Received in the Merger 1,759 shares in exchange for 8,166 shares of UGC Class A common stock. The remaining shares were contributed by Issuer under the 401(k) Plan as of June 30, 2005. |
4. The option provides for vesting of 12.5% of the shares on January 14, 2006, and the remaining shares in 14 equal quarterly installments commencing April 14, 2006. |
5. The option provides for vesting of 10% of the shares on May 3, 2005, and the remaining shares in 18 equal quarterly installments commencing August 3, 2005. |
6. Received in the Merger in exchange for options to acquire 400,000 shares of UGC Class A common stock at an exercise price of $8.24 per share. |
7. The SARs vest in four equal annual installments commencing October 1, 2005. |
8. Received in the Merger in exchange for SARs based on 824,000 shares of UGC Class A common stock at an exercise price of $4.57 per share. |
9. Received in the Merger in exchange for SARs based on 824,000 shares of UGC Class A common stock at an exercise price of $2.87 per share. Upon exercise the Reporting Person will receive the difference between the exercise price and the lesser of $21.21 or the fair market value of Issuer's Series A common stock payable in stock or cash at Issuer's election. |
10. Received in the Merger in exchange for SARs based on 18,116 shares of UGC Class A common stock at an exercise price of $7.10 per share. |
Remarks: |
The trading symbols for the Issuer's Series A and Series B Common Stock are LBTYA and LBTYB, respectively. |
Gene Musselman | 07/15/2005 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |