| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Liberty Global Ltd. [ LBTY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/13/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Restricted Share Units A | (1) | 11/13/2024 | J(2) | 18,277 | (3) | (3) | Class A Common Shares | 18,277 | $0 | 18,277 | D | ||||
| Restricted Share Units C | (1) | 11/13/2024 | J(2) | 18,105 | (3) | (3) | Class C Common Shares | 18,105 | $0 | 18,105 | D | ||||
| Share Appreciation Rights A | $16.73 | 11/13/2024 | J(2) | 124,324 | (4) | 08/01/2028 | Class A Common Shares | 124,324 | $0 | 124,324 | D | ||||
| Share Appreciation Rights A | $15 | 11/13/2024 | J(2) | 201,032 | (4) | 03/07/2029 | Class A Common Shares | 201,032 | $0 | 201,032 | D | ||||
| Share Appreciation Rights A | $14.38 | 11/13/2024 | J(2) | 136,880 | (4) | 04/01/2029 | Class A Common Shares | 136,880 | $0 | 136,880 | D | ||||
| Share Appreciation Rights A | $9.27 | 11/13/2024 | J(2) | 256,037 | (4) | 04/01/2030 | Class A Common Shares | 256,037 | $0 | 256,037 | D | ||||
| Share Appreciation Rights A | $14.89 | 11/13/2024 | J(2) | 553,638 | (4) | 04/13/2031 | Class A Common Shares | 553,638 | $0 | 553,638 | D | ||||
| Share Appreciation Rights A | $10.7 | 11/13/2024 | J(2) | 211,766 | (5) | 03/24/2033 | Class A Common Shares | 211,766 | $0 | 211,766 | D | ||||
| Share Appreciation Rights A | $9.66 | 11/13/2024 | J(2) | 332,753 | (6) | 03/25/2034 | Class A Common Shares | 332,753 | $0 | 332,753 | D | ||||
| Share Appreciation Rights C | $16.21 | 11/13/2024 | J(2) | 246,309 | (4) | 08/01/2028 | Class C Common Shares | 246,309 | $0 | 246,309 | D | ||||
| Share Appreciation Rights C | $14.7 | 11/13/2024 | J(2) | 398,281 | (4) | 03/07/2029 | Class C Common Shares | 398,281 | $0 | 398,281 | D | ||||
| Share Appreciation Rights C | $14.08 | 11/13/2024 | J(2) | 271,185 | (4) | 04/01/2029 | Class C Common Shares | 271,185 | $0 | 271,185 | D | ||||
| Share Appreciation Rights C | $8.82 | 11/13/2024 | J(2) | 507,255 | (4) | 04/01/2030 | Class C Common Shares | 507,255 | $0 | 507,255 | D | ||||
| Share Appreciation Rights C | $14.97 | 11/13/2024 | J(2) | 1,096,856 | (4) | 04/13/2031 | Class C Common Shares | 1,096,856 | $0 | 1,096,856 | D | ||||
| Share Appreciation Rights C | $11.3 | 11/13/2024 | J(2) | 419,547 | (5) | 03/24/2033 | Class C Common Shares | 419,547 | $0 | 419,547 | D | ||||
| Share Appreciation Rights C | $10.2 | 11/13/2024 | J(2) | 329,622 | (6) | 03/25/2034 | Class C Common Shares | 329,622 | $0 | 329,622 | D | ||||
| Explanation of Responses: |
| 1. Each Restricted Share Unit (RSU) represents a right to receive one share of Issuer's Class A common shares or Class C common shares, as the case may be. |
| 2. The disclosures herein reflect adjustments to equity awards previously granted. No new awards were made. The Issuer effected a spin-off of Sunrise Communications AG (the Spin-Off) on November 8, 2024. In the ordinary course of business and under the terms of the Issuer's equity incentive plans, equity awards held by the Issuer's employees and directors have been adjusted to reflect the distribution made in the Spin-Off. As a result of these adjustments, the number of the Issuer's Class A common shares and Class C common shares, as applicable, underlying the outstanding share options, share appreciation rights (SARs) and certain restricted share units (RSUs) and the exercise prices of the share options and SARs, in each case, reported herein were adjusted to preserve the intrinsic value of such securities pre- and post-Spin-Off. |
| 3. Based on the Reporting Person's receipt of shares as part of the 2023 Annual Performance Award previously reported (Bonus Shares), the Reporting Person also received RSUs equal to 12.5% of such shares received pursuant to the shareholding incentive program of the 2023 Annual Performance Award program. These RSUs will vest in full on March 1, 2025, provided that the Reporting Person does not sell, transfer or otherwise dispose of the Bonus Shares through such date. |
| 4. The SARs are immediately exercisable. |
| 5. The SARs vest in three equal annual installments commencing on May 1, 2024. |
| 6. The SARs vest in three equal annual installments commencing on May 1, 2025. |
| Remarks: |
| The trading symbols for the Issuer's classes of common shares are LBTYA, LBTYB, and LBTYK. |
| /s/ Cory Smith, Attorney-in-Fact | 11/15/2024 | |
| ** 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. | ||