SEC FORM 4

SEC Form 4

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^*

MARKOWSKI ELIZABETH M

(Last)

(First)

(Middle)

12300 LIBERTY BOULEVARD

(Street)

ENGLEWOOD

80112

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Liberty Global, Inc. [ LBTY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr Vice President & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C common stock	08/26/2005		J⁽¹⁾		8,923	A	$0	8,923	D
Series C common stock	08/26/2005		J⁽¹⁾		136	A	$0	136	I	by spouse⁽²⁾
Series C common stock	08/26/2005		J⁽¹⁾		388	A	$0	567⁽³⁾	I	By 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$17.54⁽¹⁾	12/22/2005		A		10,911		⁽⁴⁾	08/08/2010	Series A Common	10,911	⁽⁵⁾	10,911	D
Stock Option (right to buy)	$17.42⁽¹⁾	12/22/2005		D			10,911	⁽⁴⁾	08/08/2010	Series A Common	10,911	⁽⁵⁾	43,643	D
Stock Option (right to buy)	$16.61⁽¹⁾	12/22/2005		A		10,911		⁽⁴⁾	08/08/2010	Series C Common	10,911	⁽⁵⁾	10,911	D
Stock Option (right to buy)	$16.5⁽¹⁾	12/22/2005		D			10,911	⁽⁴⁾	08/08/2010	Series C Common	10,911	⁽⁵⁾	43,643	D
Stock Option (right to buy)	$17.54⁽¹⁾	12/22/2005		A		5,456		⁽⁶⁾	02/28/2011	Series A Common	5,456	⁽⁷⁾	5,456	D
Stock Option (right to buy)	$17.42⁽¹⁾	12/22/2005		D			5,456	⁽⁶⁾	02/28/2011	Series A Common	5,456	⁽⁷⁾	5,455	D
Stock Option (right to buy)	$16.61⁽¹⁾	12/22/2005		A		5,456		⁽⁶⁾	02/28/2011	Series C Common	5,456	⁽⁷⁾	5,456	D
Stock Option (right to buy)	$16.5⁽¹⁾	12/22/2005		D			5,456	⁽⁶⁾	02/28/2011	Series C Common	5,456	⁽⁷⁾	5,455	D
Stock Option (right to buy)	$17.54⁽¹⁾	12/22/2005		A		10,639		⁽⁸⁾	07/31/2013	Series A Common	10,639	⁽⁹⁾	10,639	D
Stock Option (right to buy)	$17.42⁽¹⁾	12/22/2005		D			10,639	⁽⁸⁾	07/31/2013	Series A Common	10,639	⁽⁹⁾	2,659	D
Stock Option (right to buy)	$16.61⁽¹⁾	12/22/2005		A		10,639		⁽⁸⁾	07/31/2013	Series C Common	10,639	⁽⁹⁾	10,639	D
Stock Option (right to buy)	$16.5⁽¹⁾	12/22/2005		D			10,639	⁽⁸⁾	07/31/2013	Series C Common	10,639	⁽⁹⁾	2,659	D
Stock Option (right to buy)	$17.54⁽¹⁾	12/22/2005		A		1,364		⁽¹⁰⁾	02/13/2011	Series A Common	1,364	⁽¹¹⁾	1,364	D
Stock Option (right to buy)	$17.42⁽¹⁾	12/22/2005		D			1,364	⁽¹⁰⁾	02/13/2011	Series A Common	1,364	⁽¹¹⁾	2,046	D
Stock Option (right to buy)	$16.61⁽¹⁾	12/22/2005		A		1,364		⁽¹⁰⁾	02/13/2011	Series C Common	1,364	⁽¹¹⁾	1,364	D
Stock Option (right to buy)	$16.5⁽¹⁾	12/22/2005		D			1,364	⁽¹⁰⁾	02/13/2011	Series C Common	1,364	⁽¹¹⁾	2,046	D

Explanation of Responses:

1. On September 6, 2005, the Issuer distributed shares of its Series C common stock as a dividend at a rate of one share of Series C common stock for every share of common stock outstanding as of August 26, 2005. As a result, the Reporting Person received shares of Series C common stock based on her shares of common stock and her stock option grants were adjusted for the dividend by allocating the exercise price of the original stock option grant between a stock option grant based on Series A common stock and a stock option grant based on Series C common stock.

2. The Reporting Person disclaims beneficial ownership of these shares owned by her spouse.

3. The Reporting Person received 179 shares of Series C common stock as contributed by Issuer under the 401(k) Plan as of September 30, 2005.

4. The option is immediately exercisable.

5. The Reporting Person and the Issuer agreed to amend a portion of the Reporting Person's option with respect to 10,911 shares (the "amended option"). In connection with such amendment (a) the exercise price of the amended option was raised and (b) the Reporting Person received a cash payment equal to (i) the difference between the exercise price of the amended option prior to its amendment and the exercise price of the amended option after its amendment (ii) multiplied by the number of shares underlying the amended option.

6. The portion of the option with respect to 5,456 shares, which was amended as described in footnote 7, vests and becomes exercisable in two equal annual installments commencing February 28, 2005. The portion of the option with respect to 5,455 shares is immediately exercisable.

7. The Reporting Person and the Issuer agreed to amend a portion of the Reporting Person's option with respect to 5,456 shares (the "amended option"). In connection with such amendment (a) the exercise price of the amended option was raised and (b) the Reporting Person received a cash payment equal to (i) the difference between the exercise price of the amended option prior to its amendment and the exercise price of the amended option after its amendment (ii) multiplied by the number of shares underlying the amended option.

8. The portion of the option with respect to 10,639 shares, which was amended as described in footnote 9, vests and becomes exercisable in four equal annual installments commencing July 31, 2005. The portion of the option with respect to 2,659 shares is immediately exercisable.

9. The Reporting Person and the Issuer agreed to amend a portion of the Reporting Person's option with respect to 10,639 shares (the "amended option"). In connection with such amendment (a) the exercise price of the amended option was raised and (b) the Reporting Person received a cash payment equal to (i) the difference between the exercise price of the amended option prior to its amendment and the exercise price of the amended option after its amendment (ii) multiplied by the number of shares underlying the amended option.

10. The portion of the option with respect to 1,364 shares, which was amended as described in footnote 11, vests and becomes exercisable in two equal annual installments commencing February 13, 2005. The portion of the option with respect to 2,046 shares is immediately exercisable.

11. The Reporting Person and the Issuer agreed to amend a portion of the Reporting Person's option with respect to 1,364 shares (the "amended option"). In connection with such amendment (a) the exercise price of the amended option was raised and (b) the Reporting Person received a cash payment equal to (i) the difference between the exercise price of the amended option prior to its amendment and the exercise price of the amended option after its amendment (ii) multiplied by the number of shares underlying the amended option.

Remarks:

The trading symbols for the Issuer's Series A, Series B, and Series C common stock are LBTYA, LBTYB and LBTYK, respectively.

	Elizabeth M. Markowski	12/22/2005
	** 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).
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