0001104659-11-067031.txt : 20111130
0001104659-11-067031.hdr.sgml : 20111130
20111130193517
ACCESSION NUMBER: 0001104659-11-067031
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20111128
FILED AS OF DATE: 20111130
DATE AS OF CHANGE: 20111130
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BENNETT ROBERT R
CENTRAL INDEX KEY: 0001119603
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35294
FILM NUMBER: 111235217
MAIL ADDRESS:
STREET 1: 12300 LIBERTY BLVD
CITY: ENGLEWOOD
STATE: CO
ZIP: 80112
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Liberty Media Corp
CENTRAL INDEX KEY: 0001507934
STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841]
IRS NUMBER: 208988475
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 12300 LIBERTY BOULEVARD
CITY: ENGLEWOOD
STATE: CO
ZIP: 80112
BUSINESS PHONE: (720) 875-5400
MAIL ADDRESS:
STREET 1: 12300 LIBERTY BOULEVARD
CITY: ENGLEWOOD
STATE: CO
ZIP: 80112
FORMER COMPANY:
FORMER CONFORMED NAME: Liberty CapStarz, Inc.
DATE OF NAME CHANGE: 20110523
FORMER COMPANY:
FORMER CONFORMED NAME: Liberty Splitco, Inc.
DATE OF NAME CHANGE: 20101215
4
1
a4.xml
4
X0304
4
2011-11-28
0
0001507934
Liberty Media Corp
LMCA
0001119603
BENNETT ROBERT R
12300 LIBERTY BLVD.
ENGLEWOOD
CO
80112
1
0
0
0
Series A Liberty Starz Common Stock
2011-11-28
4
D
0
1674
D
0
D
Series B Liberty Starz Common Stock
2011-11-28
4
D
0
265096
D
0
D
Series B Liberty Starz Common Stock
2011-11-28
4
D
0
68509
D
0
I
By Hilltop Investments, LLC
Series A Liberty Capital Common Stock
2011-11-28
4
A
0
1475
A
5193
D
Series B Liberty Capital Common Stock
2011-11-28
4
A
0
233626
A
910274
D
Series B Liberty Capital Common Stock
2011-11-28
4
A
0
60376
A
217741
I
By Hilltop Investments, LLC
Stock Appreciation Right
23.65
2011-11-28
4
D
0
20000
0
D
2013-07-31
Series A Liberty Starz Common Stock
20000
0
D
Stock Appreciation Right
26.84
2011-11-28
4
A
0
17625
0
A
2013-07-31
Series A Liberty Capital Common Stock
17625
17625
D
Stock Appreciation Right
21.71
2011-11-28
4
D
0
20000
0
D
2014-08-06
Series A Liberty Starz Common Stock
20000
0
D
Stock Appreciation Right
24.63
2011-11-28
4
A
0
17625
0
A
2014-08-06
Series A Liberty Capital Common Stock
17625
17625
D
Stock Option (right to buy)
36.31
2011-11-28
4
D
0
660
0
D
2014-12-24
Series A Liberty Starz Common Stock
660
0
D
Stock Option (right to buy)
41.20
2011-11-28
4
A
0
581
0
A
2014-12-24
Series A Liberty Capital Common Stock
581
581
D
Stock Option (right to buy)
26.03
2011-11-28
4
D
0
1160
0
D
2015-12-16
Series A Liberty Starz Common Stock
1160
0
D
Stock Option (right to buy)
29.54
2011-11-28
4
A
0
1022
0
A
2015-12-16
Series A Liberty Capital Common Stock
1022
1022
D
On November 28, 2011, Liberty Media Corporation ("Liberty") converted all outstanding shares of its Liberty Starz common stock into shares of its Liberty Capital common stock (the "Conversion"). In the Conversion, (i) each outstanding share of Series A Liberty Starz common stock was converted into 0.88129 of a share of Series A Liberty Capital common stock and (ii) each outstanding share of Series B Liberty Starz common stock was converted into 0.88129 of a share of Series B Liberty Capital common stock, with cash paid in lieu of the issuance of fractional shares in each case.The Conversion was effected by action of the Liberty board of directors in accordance with Article IV, Section A.2(b)(ii) of Liberty's restated certificate of incorporation.
All outstanding equity awards with respect to Series A Liberty Starz common stock and Series B Liberty Starz common stock (each such equity award a "LSTZ equity award") were automatically converted into equity awards with respect to Series A Liberty Capital common stock and Series B Liberty Capital common stock, respectively (each such equity award a "LCAP equity award"). Each LCAP equity award remains subject to the terms and conditions of the corresponding LSTZ equity award in all material respects. The number of shares of Liberty Capital common stock subject to such LCAP equity award was determined by multiplying the shares of Liberty Starz common stock subject to the LSTZ equity award by 0.88129. The per share exercise price or per share base price, as applicable, of each LCAP equity award is equal to the per share exercise price or per share base price, respectively, of the LSTZ equity award divided by 0.88129.
The derivative security is fully vested.
In connection with the completion of the Conversion, on November 29, 2011 the trading symbol for Series A Liberty Capital common stock changed from LCAPA to LMCA and the trading symbol for Series B Liberty Capital common stock changed from LCAPB to LMCB.
/s/ Pamela L. Coe as Attorney-in-fact for Robert R. Bennett
2011-11-30