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).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
MALONE EVAN DANIEL

(Last) (First) (Middle)
12300 LIBERTY BOULEVARD

(Street)
ENGLEWOOD CO 80112

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Liberty Media Corp [ LSXMA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/09/2024
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 SiriusXM Common Stock 09/09/2024 J(1) 10,810 D $0.0000(1) 0.0000 D
Series C Liberty SiriusXM Common Stock 09/09/2024 J(1) 36,379 D $0.0000(1) 0.0000 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
Stock Option (Right to Buy) - LSXMK $27.63 09/09/2024 J(2) V 6,204 12/06/2019 12/06/2025 Series C Liberty SiriusXM Common Stock 6,204 $0.0000(2) 0.0000 D
Stock Option (Right to Buy) - LSXMK $34.95 09/09/2024 J(2) V 4,342 12/06/2022 12/06/2028 Series C Liberty SiriusXM Common Stock 4,342 $0.0000(2) 0.0000 D
Stock Option (Right to Buy) - LSXMK $33.26 09/09/2024 J(2) V 6,255 12/09/2020 12/09/2026 Series C Liberty SiriusXM Common Stock 6,255 $0.0000(2) 0.0000 D
Stock Option (Right to Buy) - LSXMK $29.63 09/09/2024 J(2) V 5,745 12/10/2021 12/10/2027 Series C Liberty SiriusXM Common Stock 5,745 $0.0000(2) 0.0000 D
Stock Option (Right to Buy) - LSXMK $29.98 09/09/2024 J(2) V 6,418 12/12/2018 12/12/2024 Series C Liberty SiriusXM Common Stock 6,418 $0.0000(2) 0.0000 D
Explanation of Responses:
1. On September 9, 2024, Liberty Media Corporation (the "Issuer") redeemed (the "Redemption") each share of its Series A Liberty SiriusXM common stock, Series B Liberty SiriusXM common stock and Series C Liberty SiriusXM common stock for 0.8375 of a share of common stock of Sirius XM Holdings Inc. (formerly known as Liberty Sirius XM Holdings Inc., "Sirius XM Holdings") (such exchange ratio, the "Exchange Ratio"), with cash (without interest) paid in lieu of any fractional shares of common stock of Sirius XM Holdings, after aggregating all shares of common stock of Sirius XM Holdings issuable by series of Liberty SiriusXM common stock.
2. In connection with the Redemption, all stock options held by the Reporting Person in the Issuer's Liberty SiriusXM common stock (each, a "Liberty SiriusXM Option") were adjusted pursuant to the anti-dilution provisions of the incentive plan under which the Liberty SiriusXM Options were granted, such that each Liberty SiriusXM Option was exchanged for an option to purchase the relevant number of shares of common stock of Sirius XM Holdings equal to the product of (i) the Exchange Ratio multiplied by (ii) the number of shares of Liberty SiriusXM common stock subject to the Liberty SiriusXM Option immediately prior to the effective time of the Redemption, rounded down to the nearest whole share, and the per share exercise price for such options equal to the quotient of (x) the exercise price per share of the Liberty SiriusXM Option immediately prior to the effective time of the Redemption divided by (y) the Exchange Ratio, with the result rounded up to the nearest whole cent.
Remarks:
The transactions and adjustments described above were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
/s/ Katherine C. Jewell as Attorney-in-Fact for Evan Daniel Malone 09/11/2024
** Signature of Reporting Person Date
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