0001140361-13-025087.txt : 20130612 0001140361-13-025087.hdr.sgml : 20130612 20130612182911 ACCESSION NUMBER: 0001140361-13-025087 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130607 FILED AS OF DATE: 20130612 DATE AS OF CHANGE: 20130612 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VIRGIN MEDIA INC. CENTRAL INDEX KEY: 0001270400 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 593778247 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 65 BLEECKER STREET STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10012 BUSINESS PHONE: (212) 906-8440 MAIL ADDRESS: STREET 1: MEDIA HOUSE STREET 2: BARTLEY WOOD BUSINESS PARK CITY: HOOK, HAMPSHIRE STATE: X0 ZIP: RG27 9UP FORMER COMPANY: FORMER CONFORMED NAME: NTL INC DATE OF NAME CHANGE: 20060315 FORMER COMPANY: FORMER CONFORMED NAME: TELEWEST GLOBAL INC DATE OF NAME CHANGE: 20031117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Berkett Neil CENTRAL INDEX KEY: 0001339849 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50886 FILM NUMBER: 13909789 MAIL ADDRESS: STREET 1: C/O NTL INCORPORATED STREET 2: 909 THIRD AVENUE, SUITE 2863 CITY: NEW YORK STATE: NY ZIP: 10022 4 1 doc1.xml FORM 4 X0306 4 2013-06-07 1 0001270400 VIRGIN MEDIA INC. VMED 0001339849 Berkett Neil C/O VIRGIN MEDIA INC. 65 BLEECKER STREET, 6TH FLOOR NEW YORK NY 10012 1 1 0 0 CHIEF EXECUTIVE OFFICER Common Stock 2013-06-07 4 D 0 186658 0 D 0 I By Family Trust Stock Option (Right To Buy) 25.18 2013-06-07 4 D 0 500000 0 D 2015-09-25 Common Stock 500000 0 D Stock Option (Right To Buy) 24.74 2013-06-07 4 D 0 51605 0 D 2016-07-05 Common Stock 51605 0 D Stock Option (Right To Buy) 22.49 2013-06-07 4 D 0 200000 0 D 2017-09-13 Common Stock 200000 0 D Stock Option (Right To Buy) 13.72 2013-06-07 4 D 0 500000 0 D 2018-05-06 Common Stock 500000 0 D Stock Option (Right To Buy) 24.36 2013-06-07 4 D 0 59860 0 D 2017-05-06 Common Stock 59860 0 D Stock Option (Right To Buy) 12.51 2013-06-07 4 D 0 142785 0 D 2018-04-13 Common Stock 142785 0 D Stock Option (Right To Buy) 18.65 2013-06-07 4 D 0 105309 0 D 2020-04-25 Common Stock 105309 0 D Stock Option (Right To Buy) 24.34 2013-06-07 4 D 0 96899 0 D 2022-01-26 Common Stock 96899 0 D Stock Option (Right To Buy) 39.39 2013-06-07 4 D 0 60144 0 D 2023-01-24 Common Stock 60144 0 D Sharesave Option (Right To Buy) 2013-06-07 4 D 0 486 0 D 2014-05-01 Common Stock 486 0 D Stock Option (Right To Buy) 25.31 2013-06-07 4 D 0 93985 0 D 2021-01-27 Common Stock 93985 0 D Disposed of in exchange for shares of a new parent company, Liberty Global plc ("LG plc"), upon consummation of the combination of Virgin Media Inc. ("Virgin Media") and Liberty Global Inc. under LG plc (the "Merger") pursuant to that certain agreement and plan of merger dated as of February 5, 2013, as amended, at an exchange rate of one share of common stock of Virgin Media for 0.2582 of a Class A LG plc ordinary share and 0.1928 of a Class C LG plc ordinary share and $17.50 in cash. The option had become fully exercisable prior to the Merger and was exchanged upon the Merger for two options, the first exercisable for 0.4123 of a Class A LG plc ordinary share and the second exercisable for 0.3077 of a Class C LG plc ordinary share, in each case multiplied by the number of Virgin Media shares of common stock for which the Virgin Media option was exercisable. The exercise price of such converted options was adjusted accordingly. The option, a portion of which was vested and exercisable prior to the Merger and which will be exercisable as to an additional 21,559 shares on each of January 1, 2014 and January 1, 2015, was exchanged for two options, the first exercisable for 0.4123 of a Class A LG plc ordinary share and the second exercisable for 0.3077 of a Class C LG plc ordinary share, in each case multiplied by the number of Virgin Media shares of common stock for which the Virgin Media option was exercisable. The exercise price of the converted options was adjusted accordingly. Vesting and settlement of such converted awards will accelerate if the Reporting Person is subject to an involuntary termination of employment (as described in the Merger Agreement) on or prior to December 31, 2014. This option, which was exercisable as to 20% of the shares on January 1, 2013 and will be exercisable as to an additional 20% on each January 1 thereafter until fully vested, was exchanged upon the Merger for two options, the first exercisable for 0.4123 of a Class A LG plc ordinary share and the second exercisable for 0.3077 of a Class C LG plc ordinary share, in each case multiplied by the number of Virgin Media shares of common stock for which the Virgin Media option was exercisable. The exercise price of the converted options was adjusted accordingly. Vesting and settlement of such converted awards will accelerate if the Reporting Person is subject to an involuntary termination of employment (as described in the Merger Agreement) on or prior to December 31, 2014. This option, which will be exercisable in five equal installments beginning on January 1, 2014 and each January 1 thereafter until fully vested, was exchanged upon the Merger for two options, the first exercisable for 0.4123 of a Class A LG plc ordinary share and the second exercisable for 0.3077 of a Class C LG plc ordinary share, in each case multiplied by the number of Virgin Media shares of common stock for which the Virgin Media option was exercisable. The exercise price of the converted options was also adjusted accordingly. This option was granted under the Virgin Media Sharesave Plan and exchanged upon the Merger for an option, in respect of 0.4123 of a Class A LG plc ordinary share and 0.3077 of a Class C LG plc ordinary share, in each case multiplied by the number of Virgin Media shares of common stock for which the Virgin Media option was exercisable. The exercise price of the converted options was also adjusted accordingly. The option under the Sharesave Plan matures and is exercisable beginning in November 2013. This option equivalent interest, which includes the associated supplementary award, was granted under the Joint Stock Ownership Plan ("JSOP"), a subplan of the Virgin Media 2010 Stock Incentive Plan. Under the JSOP, the Reporting Person holds a shared ownership interest with a trustee in the shares underlying the option equivalent interest. The JSOP option vested as to 20% of the shares on each of January 1, 2012 and January 1, 2013 and will continue to vest as to an additional 20% on each January 1 thereafter until fully vested. With effect from the Merger, each share in trust underlying the option equivalent interest was exchanged for the Merger consideration of 0.2582 of a Class A LG plc ordinary share and 0.1928 of a Class C LG plc ordinary share and $17.50 in cash, and the shared ownership interest is an interest in the Merger consideration. Vesting of such awards will accelerate if the Reporting Person is subject to an involuntary termination (as described in the Merger Agreement) on or prior to December 31, 2014. The disposition of the referenced securities of Virgin Media, Inc. by the Reporting Person was made as a result of the business combination of Virgin Media Inc. and Liberty Global, Inc. with wholly-owned subsidiaries of LG plc, which mergers were consummated on June 7, 2013, prior to the filing date for the Current Report on Form 8-K to be filed by Virgin Media Inc. reporting such mergers. The disposition of all such securities by the Reporting Person was approved and exempted pursuant to the Rule 16b-3 under the Securities Exchange Act. /s/ Neil A. Berkett 2013-06-12