Christopher W Shean Form 4 Liberty Media / CHRISTOPHER W SHEAN ownership change

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).

1. Name and Address of Reporting Person^*

SHEAN CHRISTOPHER W

(Last) (First) (Middle)

12300 LIBERTY BOULEVARD

(Street)

ENGLEWOOD CO 80112

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Liberty Media Corp [ LMCA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Senior Vice President, CFO

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2015

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
Series C Common Stock								131,646(1)	D
Series C Common Stock								13,144(2)	I	By 401(k) Savings Plan

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 - LMCA (Right to Buy)(3)	$23.88(4)							(5)	03/19/2020	Series A Common Stock	99,487(4)		99,487	D
Stock Option - LMCA (Right to Buy)(3)	$23.88(4)							(6)	12/17/2016	Series A Common Stock	1,346(4)		1,346	D
Stock Option - LMCK (Right to Buy)(7)	$23.55(7)							(5)	03/19/2020	Series C Common Stock	201,034(7)		201,034	D
Stock Option - LMCK (Right to Buy)(7)	$23.55(7)							(6)	12/17/2016	Series C Common Stock	2,720(7)		2,720	D

Explanation of Responses:

1. On May 7, 2014, the Issuer's board of directors declared a stock dividend, payable to all holders of record as of 5:00 p.m. New York City time on July 7, 2014, of two shares of Series C Common Stock for each outstanding share of Series A Common Stock or Series B Common Stock (the "Transaction"). As a result of the Transaction, the reporting person received 131,646 shares of Series C Common Stock.

2. The number of shares reported as held in the reporting person's 401(k) is based on a statement from the Plan Administrator dated as of October 31, 2015, which also reflects the reporting person's holdings following the Transaction.

3. On January 11, 2013, Starz, the Issuer's former parent company, completed the spin-off of the Issuer (the "LMC spin-off"), which was effected by the distribution to each holder of Starz common stock of shares of the corresponding series of the Issuer's common stock. In connection with the completion of the LMC spin-off, all equity awards held by the reporting person with respect to Starz' common stock (each an "Original Starz Award") were adjusted pursuant to the anti-dilution provisions of the incentive plans under which the equity awards were granted, such that the reporting person received (i) an adjustment to the exercise price or base price, as applicable, and number of shares relating to the Original Starz Award and (ii) an equity award relating to shares of the corresponding series of the Issuer's common stock. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended ("Rule 16b-3").

4. This stock option was granted as a result of the adjustments to the Original Starz Awards described in footnote 3. The number of shares relating to this option was adjusted as a result of the LBC spin-off (as described in the Remarks section), and the exercise price was adjusted as a result of the Transaction and the LBC spin-off, in each case pursuant to the anti-dilution provisions of the incentive plan under which this option was granted. In connection with the Transaction, all equity awards held by the reporting person with respect to Series A and Series B Common Stock (each an "Original Award") were adjusted such that the reporting person received (i) an adjustment to the exercise price or base price, as applicable, of the Original Award and (ii) an equity award relating to shares of Series C Common Stock. With respect to the LBC spin-off, the adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.

5. The remainder of the option vests in full on December 31, 2015.

6. The derivative security is fully vested.

7. This stock option was granted as a result of the Transaction and the adjustments to the Original Awards described in footnote 4. The number of shares relating to this option and the exercise price were adjusted as a result of the LBC spin-off pursuant to the anti-dilution provisions of the incentive plan under which this option was granted. With respect to the LBC spin-off, the adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.

Remarks:

On November 4, 2014, the Issuer completed the spin-off (the "LBC spin-off") of its former wholly-owned subsidiary, Liberty Broadband Corporation ("LBC"), which was effected by the distribution to each holder of its common stock of shares of the corresponding series of LBC's common stock. In connection with the completion of the LBC spin-off, all equity awards held by the reporting person with respect to the Issuer's common stock (each a "Pre-LBC Spin Award") were adjusted pursuant to the anti-dilution provisions of the incentive plans under which the equity awards were granted, such that the reporting person received (i) an adjustment to the exercise price or base price, as applicable, and number of shares relating to the Pre-LBC Spin Award and (ii) an equity award relating to shares of the corresponding series of LBC's common stock. With respect to the LBC spin-off, the adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3. The reporting person is voluntarily filing this Form 4 for the purpose of reporting the adjustments described above. This Form 4 does not report any new transactions.

	/s/ Craig Troyer as Attorney-in-Fact for Christopher W. Shean	11/19/2015
	** Signature of Reporting Person	Date
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