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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Nair Balan

(Last) (First) (Middle)
38 HANS CRESCENT

(Street)
LONDON X0

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Liberty Global plc [ LBTY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & CTO
3. Date of Earliest Transaction (Month/Day/Year)
07/09/2015
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
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
Share Appreciation Rights A $12.57(1)(2) 07/09/2015 J(1)(2) V 26,767(2) (3) 05/01/2017 Liberty Global Class A 26,767 $0 26,767 D
Share Appreciation Rights A $21.26(1)(2) 07/09/2015 J(1)(2) V 42,136(2) (3) 05/01/2018 Liberty Global Class A 42,136 $0 42,136 D
Share Appreciation Rights A $22.85(1)(2) 07/09/2015 J(1)(2) V 39,899(2) (4) 05/01/2019 Liberty Global Class A 39,899 $0 39,899 D
Share Appreciation Rights A $33.87(1)(2) 07/09/2015 J(1)(2) V 37,610(2) (5) 05/01/2020 Liberty Global Class A 37,610 $0 37,610 D
Share Appreciation Rights A $37.22(2) 07/09/2015 J(2) V 67,243(2) (6) 05/01/2021 Liberty Global Class A 67,243 $0 67,243 D
Share Appreciation Rights A $48.31(2) 07/09/2015 J(2) V 52,376(2) (7) 05/01/2022 Liberty Global Class A 52,376 $0 52,376 D
Share Appreciation Rights C $12.46(1)(2) 07/09/2015 J(1)(2) V 26,641(1)(2) (3) 05/01/2017 Liberty Global Class C 26,641 $0 26,641 D
Share Appreciation Rights C $12.35(1)(2) 07/09/2015 J(1)(2) V 53,296(1)(2) (3) 05/01/2017 Liberty Global Class C 53,296 $0 53,296 D
Share Appreciation Rights C $21.09(1)(2) 07/09/2015 J(1)(2) V 42,956(1)(2) (3) 05/01/2018 Liberty Global Class C 42,956 $0 42,956 D
Share Appreciation Rights C $20.24(1)(2) 07/09/2015 J(1)(2) V 83,905(1)(2) (3) 05/01/2018 Liberty Global Class C 83,905 $0 83,905 D
Share Appreciation Rights C $22.67(1)(2) 07/09/2015 J(1)(2) V 39,722(1)(2) (4) 05/01/2019 Liberty Global Class C 39,722 $0 39,722 D
Share Appreciation Rights C $21.97(1)(2) 07/09/2015 J(1)(2) V 79,451(1)(2) (4) 05/01/2019 Liberty Global Class C 79,451 $0 79,451 D
Share Appreciation Rights C $33.59(1)(2) 07/09/2015 J(1)(2) V 37,435(1)(2) (5) 05/01/2020 Liberty Global Class C 37,435 $0 37,435 D
Share Appreciation Rights C $31.37(1)(2) 07/09/2015 J(1)(2) V 74,888(1)(2) (5) 05/01/2020 Liberty Global Class C 74,888 $0 74,888 D
Share Appreciation Rights C $35.63(2) 07/09/2015 J(2) V 133,804(2) (6) 05/01/2021 Liberty Global Class C 133,804 $0 133,804 D
Share Appreciation Rights C $46.86(2) 07/09/2015 J(2) V 105,606(2) (7) 05/01/2022 Liberty Global Class C 105,606 $0 105,606 D
Explanation of Responses:
1. On March 3, 2014, the Issuer distributed its Class C ordinary shares as a dividend to each holder of its ordinary shares at a rate of one Class C ordinary share for each ordinary share outstanding as of February 14, 2014 (the Class C Dividend). As a result of the Class C Dividend, pursuant to the anti-dilution provisions of the applicable incentive plan of the Issuer, all outstanding Class A share appreciation rights (SARs) previously reported by the Reporting Person were adjusted by allocating the exercise price of the original Class A SAR between a SAR based on Class A ordinary shares and a SAR based on Class C ordinary shares and all outstanding Class C SARs previously reported by the Reporting Person were adjusted by doubling the number of shares and reducing by half the base price. All other terms of the additional or adjusted Class C SARs are, in all material respects, the same as those of the corresponding original SARs.
2. On July 1, 2015, the Issuer distributed, by means of a dividend, to each holder of ordinary shares one share of the corresponding Class of Issuer Latin America and Caribbean ordinary share ("LiLAC shares") for every twenty shares of that Class of Issuer ordinary shares held by such holder as of the distribution record date. As a result, pursuant to the anti-dilution provisions of the applicable incentive plan, all equity awards previously reported were adjusted by an adjustment to the exercise price or base price, as applicable, and number of shares relating to the original award and the Reporting Person received an equity award relating to shares of the corresponding class of LiLAC shares (a "LiLAC Award"). All other terms of the awards and the terms of the LiLAC Awards are, in all material respects, the same as those of the corresponding original award.
3. The SARs are immediately exercisable.
4. The SARs provide for vesting of 12.5% of the shares on November 1, 2012, and the remaining shares in 14 equal quarterly installments commencing February 1, 2013.
5. The SARs provide for vesting of 12.5% of the shares on November 1, 2013, and the remaining shares in 14 equal quarterly installments commencing February 1, 2014.
6. The SARs provide for vesting of 12.5% of the shares on November 1, 2014, and the remaining shares in 14 equal quarterly installments commencing February 1, 2015.
7. The SARs provide for vesting of 12.5% of the shares on November 1, 2015, and the remaining shares in 14 equal quarterly installments commencing February 1, 2016.
Remarks:
The trading symbols for the Issuer's Liberty Global Class A, Class B, and Class C ordinary shares are LBTYA, LBTYB, and LBTYK, respectively. The trading symbols for the Issuer's LiLAC Class A, Class B, and Class C ordinary shares are LILA, LILAB, and LILAK, respectively.
Michelle L. Keist, attorney-in-fact 07/29/2015
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.