| 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 Media Corp [ LSXMA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/09/2024 | ||||||||||||||||||||||||||
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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 | ||||||
| Series A Liberty SiriusXM Common Stock | 09/09/2024 | J(1) | 612,907 | D | $0.0000(1) | 0.0000 | D | |||
| Series B Liberty SiriusXM Common Stock | 09/09/2024 | J(1) | 8,681,015 | D | $0.0000(1) | 0.0000 | D | |||
| Series C Liberty SiriusXM Common Stock | 09/09/2024 | J(1) | 13,482,332 | D | $0.0000(1) | 0.0000 | D | |||
| Series C Liberty SiriusXM Common Stock | 09/09/2024 | J(1) | 575,000 | D | $0.0000(1) | 0.0000 | I | John C. Malone 1997 Charitable Remainder Unitrust | ||
| Series B Liberty SiriusXM Common Stock | 09/09/2024 | J(1) | 379,553 | D | $0.0000(1) | 0.0000 | I | John C. Malone June 2003 Charitable Remainder Unitrust | ||
| Series C Liberty SiriusXM Common Stock | 09/09/2024 | J(1) | 699,230 | D | $0.0000(1) | 0.0000 | I | John C. Malone June 2003 Charitable Remainder Unitrust | ||
| Series A Liberty SiriusXM Common Stock | 09/09/2024 | J(1) | 101,778 | D | $0.0000(1) | 0.0000 | I | Leslie A. Malone 1995 Revocable Trust(2) | ||
| Series B Liberty SiriusXM Common Stock | 09/09/2024 | J(1) | 286,086 | D | $0.0000(1) | 0.0000 | I | Leslie A. Malone 1995 Revocable Trust(2) | ||
| Series C Liberty SiriusXM Common Stock | 09/09/2024 | J(1) | 860,750 | D | $0.0000(1) | 0.0000 | I | Leslie A. Malone 1995 Revocable Trust(2) | ||
| Series C Liberty SiriusXM Common Stock | 09/09/2024 | J(1) | 415,000 | D | $0.0000(1) | 0.0000 | I | Malone Starz 2015 Charitable Remainder Trust | ||
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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 | ||||||||
| Explanation of Responses: |
| 1. On September 9, 2024, Liberty Media Corporation redeemed 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"), 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. Such transactions were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). |
| 2. The reporting person disclaims beneficial ownership of these securities owned by his spouse. |
| /s/ Katherine C. Jewell as Attorney-in-Fact for John C. 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. | ||