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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Liberty Media Corp [ LSXMA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
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)
|
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 | |
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. |