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*
MALONE JOHN C

(Last) (First) (Middle)
12300 LIBERTY BLVD.

(Street)
ENGLEWOOD CO 80112

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LIBERTY MEDIA CORP [ IN REMARKS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board
3. Date of Earliest Transaction (Month/Day/Year)
03/17/2008
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)
Code V Amount (A) or (D) Price
Series A Liberty Capital Common Stock 03/17/2008 F 500(1) D $14.96(1) 607,487(2) D
Series A Liberty Capital Common Stock 75,252(3) I By Spouse
Series A Liberty Capital Common Stock 165 I By Trust(4)
Series A Liberty Capital Common Stock 0(5) I By 401(k) Savings Plan
Series A Liberty Interactive Common Stock 03/17/2008 F 996(1) D $15.81(1) 2,664,501 D
Series A Liberty Interactive Common Stock 376,260(3) I By Spouse
Series A Liberty Interactive Common Stock 825 I By Trust(4)
Series A Liberty Interactive Common Stock 0(5) I By 401(k) Savings Plan
Series A Liberty Entertainment Common Stock 03/03/2008 J(6) V 2,431,948 A (6) 2,431,948 D
Series A Liberty Entertainment Common Stock 03/03/2008 J(6) V 301,008 A (6) 301,008(3) I By Spouse
Series A Liberty Entertainment Common Stock 03/03/2008 J(6) V 660 A (6) 660 I By Trust(4)
Series A Liberty Entertainment Common Stock 03/17/2008 F 1,982 D $21.7(1) 2,429,966 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The number of shares disposed of in the transaction were held by the Issuer in connection with the payment of withholding taxes on restricted shares that vested on March 17, 2008. The price is based on an average of the high and low trading prices on March 17, 2008.
2. 38,399 of these shares were previously reported as 38,414 shares held indirectly by the Issuer's 401(k) Savings Plan, which number changed due to fluctuation in market value (see footnote 5).
3. The Reporting Person disclaims beneficial ownership of these shares owned by his spouse.
4. The Reporting Person is the sole trustee of and, with his spouse, retains a unitrust interest in the trust.
5. 43 shares of Series A Liberty Capital common stock and 276 shares of Series A Liberty Interactive common stock held in the unitized stock fund under the Issuer's 401(k) Savings Plan were disposed of by the Plan Administrator in a nondiscretionary transaction as a result of the over-contribution by the Reporting Person under the terms of the plan. The number of shares held in the unitized stock fund represents equivalent shares based on the fair market value of the shares of Series A Liberty Capital common stock, Series A Liberty Interactive common stock, and Series A Liberty Entertainment common stock held by the fund.
6. Pursuant to a reclassification exempt under Rule 16b-7, each share of the Issuer's Liberty Capital common stock (par value $.01 per share) was reclassified as one share of the same series of the reclassified Liberty Capital common stock (par value $.01 per share) and four shares of the same series of the Issuer's new Liberty Entertainment common stock (par value $.01 per share). The Reporting Person is voluntarily reporting this Form 5 transaction early on this Form 4.
Remarks:
The trading symbol for the Issuer's Series A Liberty Capital common stock is LCAPA, Series A Liberty Interactive common stock is LINTA and Series A Liberty Entertainment common stock is LMDIA.
/s/ Charles Y. Tanabe, Attorney-in-fact 03/19/2008
** 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.
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