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