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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Liberty Media Corp [ LMCA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/15/2016 | ||||||||||||||||||||||||||
| 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 Common Stock | 04/15/2016 | J(1) | V | 10,000 | D | $0(1) | 0.0000 | D | ||
| Series A Liberty Braves Common Stock | 04/15/2016 | J(1) | V | 1,000 | A | $0(1) | 1,000 | D | ||
| Series A Liberty Media Common Stock | 04/15/2016 | J(1) | V | 2,500 | A | $0(1) | 2,500 | D | ||
| Series A Liberty SiriusXM Common Stock | 04/15/2016 | J(1) | V | 10,000 | A | $0(1) | 10,000 | D | ||
| Series C Common Stock | 04/15/2016 | J(1) | V | 2,980 | D | $0(1) | 0.0000 | D | ||
| Series C Liberty Braves Common Stock | 04/15/2016 | J(1) | V | 298 | A | $0(1) | 298 | D | ||
| Series C Liberty Media Common Stock | 04/15/2016 | J(1) | V | 745 | A | $0(1) | 745 | D | ||
| Series C Liberty SiriusXM Common Stock | 04/15/2016 | J(1) | V | 2,980 | A | $0(1) | 2,980 | D | ||
| 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 | ||||||||
| Stock Option - LMCK (Right to Buy) | $38.21(2) | 04/20/2016 | J(2) | V | 5,035(2) | 06/08/2017 | 06/08/2022 | Series C Common Stock | 5,035(2) | $0.0000 | 0.0000 | D | |||
| Stock Option (Right to Buy) - BATRK | $18.15(2) | 04/20/2016 | J(2) | V | 483(2) | 06/08/2017 | 06/08/2022 | Series C Liberty Braves Common Stock | 483(2) | $0.0000 | 483 | D | |||
| Stock Option (Right to Buy) - LMCK | $18.14(2) | 04/20/2016 | J(2) | V | 1,208(2) | 06/08/2017 | 06/08/2022 | Series C Liberty Media Common Stock | 1,208(2) | $0.0000 | 1,208 | D | |||
| Stock Option (Right to Buy) - LSXMK | $31.44(2) | 04/20/2016 | J(2) | V | 5,026(2) | 06/08/2017 | 06/08/2022 | Series C Liberty SiriusXM Common Stock | 5,026(2) | $0.0000 | 5,026 | D | |||
| Explanation of Responses: |
| 1. Pursuant to the Reclassification and Exchange (as described in the Remarks section), all of the outstanding shares of Liberty Media Corporation's (the "Issuer") Series A common stock, Series B common stock and Series C common stock were reclassified into and exchanged for newly-issued shares of the corresponding series of the Issuer's Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock (the "tracking stocks"). The Reclassification and Exchange was exempt under Rule 16b-7, and 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 ("Rule 16b-3"). |
| 2. In connection with the Reclassification and Exchange, all outstanding equity awards with respect to the Issuer's common stock (each such equity award, an "original equity award") were automatically converted pursuant to the anti-dilution provisions of the incentive plan under which such original equity award was granted into equity awards with respect to the corresponding series of each group of the Issuer's tracking stocks (each such equity award, a "new equity award"). The number of shares and the exercise price of each new equity award were determined on April 20, 2016, and such adjustments were designed to preserve the value associated with the original equity awards prior to the Reclassification and Exchange. Otherwise such new equity award remains subject to the terms and conditions of the corresponding original equity award. Such adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3. |
| Remarks: |
| On April 15, 2016, the Issuer effected a reclassification and exchange (the "Reclassification and Exchange") of all of the outstanding shares of its Series A common stock, Series B common stock and Series C common stock (collectively, "the Issuer's common stock") for newly-issued shares of the corresponding series of the tracking stocks. In the Reclassification and Exchange, the Issuer reclassified and exchanged (i) each outstanding share of its Series A common stock into and for 1 newly issued share of its Series A Liberty SiriusXM common stock, 0.1 of a newly issued share of its Series A Liberty Braves common stock, and 0.25 of a newly issued share of its Series A Liberty Media common stock; (ii) each outstanding share of its Series B common stock into and for 1 newly issued share of its Series B Liberty SiriusXM common stock, 0.1 of a newly issued share of its Series B Liberty Braves common stock, and 0.25 of a newly issued share of its Series B Liberty Media common stock; and (iii) each outstanding share of its Series C common stock into and for 1 newly issued share of its Series C Liberty SiriusXM common stock, 0.1 of a newly issued share of its Series C Liberty Braves common stock, and 0.25 of a newly issued share of Series C Liberty Media common stock. |
| /s/ Craig Troyer as Attorney-in-Fact for Brian Deevy | 04/22/2016 | |
| ** 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. | ||