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 [ LSXMK ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/27/2020 | ||||||||||||||||||||||||||
| 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 C Liberty SiriusXM Common Stock | 05/27/2020 | P | 545,503 | A | $36.1482(1) | 33,413,438 | I | See footnotes(2)(3) | ||
| Series C Liberty SiriusXM Common Stock | 05/27/2020 | P | 129,108 | A | $36.427(4) | 33,542,546 | I | See footnotes(2)(3) | ||
| Series C Liberty SiriusXM Common Stock | 05/28/2020 | P | 932,285 | A | $36.3038(5) | 34,474,831 | I | See footnotes(2)(3) | ||
| Series C Liberty SiriusXM Common Stock | 05/28/2020 | P | 49,841 | A | $36.7367(6) | 34,524,672 | I | See footnotes(2)(3) | ||
| Series C Liberty SiriusXM Common Stock | 05/29/2020 | P | 671,968 | A | $35.816(7) | 35,196,640 | I | See footnotes(2)(3) | ||
| Series C Liberty SiriusXM Common Stock | 05/29/2020 | P | 45,475 | A | $36.4822(8) | 35,242,115 | I | See footnotes(2)(3) | ||
| 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 | ||||||||
| Series C Liberty SiriusXM Rights | (9)(10) | 05/27/2020 | P | 315,000 | 05/18/2020(11) | 06/05/2020(11) | Series C Liberty SiriusXM Common Stock(9)(10) | (9)(10) | $10.8834(12) | 5,784,226 | I | See footnotes(13)(14) | |||
| Series C Liberty SiriusXM Rights | (9)(10) | 05/28/2020 | P | 786,765 | 05/18/2020(11) | 06/05/2020(11) | Series C Liberty SiriusXM Common Stock(9)(10) | (9)(10) | $10.9546(15) | 6,570,991 | I | See footnotes(13)(14) | |||
| Series C Liberty SiriusXM Rights | (9)(10) | 05/28/2020 | P | 47,000 | 05/18/2020(11) | 06/05/2020(11) | Series C Liberty SiriusXM Common Stock(9)(10) | (9)(10) | $11.5884(16) | 6,617,991 | I | See footnotes(13)(14) | |||
| Series C Liberty SiriusXM Rights | (9)(10) | 05/29/2020 | P | 512,196 | 05/18/2020(11) | 06/05/2020(11) | Series C Liberty SiriusXM Common Stock(9)(10) | (9)(10) | $10.7645(17) | 7,130,187 | I | See footnotes(13)(14) | |||
| Series C Liberty SiriusXM Rights | (9)(10) | 05/29/2020 | P | 45,768 | 05/18/2020(11) | 06/05/2020(11) | Series C Liberty SiriusXM Common Stock(9)(10) | (9)(10) | $11.4747(18) | 7,175,955 | I | See footnotes(13)(14) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $35.30 to $36.29. The Reporting Persons undertake to provide Liberty, any security holder of Liberty, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 1 to this Form 4. |
| 2. 24,082,818 of the total reported shares of Series C Liberty SiriusXM Common Stock are owned as of May 29, 2020 by the following subsidiaries of Berkshire: Government Employees Insurance Company (14,920,260), GEICO Advantage Insurance Company (630,000), GEICO Indemnity Company (3,809,650), National Fire & Marine Insurance Company (508,654), and National Indemnity Company (4,214,254). As Berkshire is in the chain of ownership of each of these subsidiaries, it may be deemed presently to both beneficially own and have a pecuniary interest in all such shares presently owned by each of these subsidiaries. Warren E. Buffett, as the controlling stockholder of Berkshire, may be deemed presently to beneficially own, but only to the extent he has a pecuniary interest in, such shares presently owned by each such subsidiary. Mr. Buffett disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| 3. 11,159,297 of the total reported shares of Series C Liberty SiriusXM Common Stock are owned as of May 29, 2020 by the following pension plans of Berkshire's subsidiaries: Berkshire Hathaway Consolidated Pension Plan (6,314,225), BNSF Master Retirement Trust (2,673,750), Precision Castparts Corp. Master Trust (1,871,322), Acme Brick Pension Trust (100,000), and Scott Fetzer Collective Investment Trust (200,000). Each of Berkshire, Mr. Buffett and these pension plans disclaims beneficial ownership in such shares. |
| 4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $36.30 to $36.65. The Reporting Persons undertake to provide Liberty, any security holder of Liberty, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 4 to this Form 4. |
| 5. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $35.61 to $36.60. The Reporting Persons undertake to provide Liberty, any security holder of Liberty, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 5 to this Form 4. |
| 6. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $36.61 to $37.05. The Reporting Persons undertake to provide Liberty, any security holder of Liberty, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 6 to this Form 4. |
| 7. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $35.47 to $36.41. The Reporting Persons undertake to provide Liberty, any security holder of Liberty, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 7 to this Form 4. |
| 8. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $36.47 to $36.50. The Reporting Persons undertake to provide Liberty, any security holder of Liberty, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 8 to this Form 4. |
| 9. As described in Liberty's Form S-3ASR filed with the Securities and Exchange Commission on May 14, 2020, Liberty has distributed subscription rights to holders of its Series A and Series C Liberty SiriusXM Common Stock to acquire shares of its Series C Liberty SiriusXM Common Stock (the "Series C Liberty SiriusXM Rights"). In the rights offering, each Series C Liberty SiriusXM Right will entitle the holder to a basic subscription privilege and an oversubscription privilege. Under the basic subscription privilege, each whole Series C Liberty SiriusXM Right will entitle the holder to purchase one share of Liberty's Series C Liberty SiriusXM Common Stock at a subscription price of $25.47. Under the oversubscription |
| 10. Continued from footnote 9: privilege, each rightsholder that exercises its basic subscription privilege will have the right to subscribe, at the subscription price, for up to that number of shares of Liberty's Series C Liberty SiriusXM Common Stock which are not purchased by other rightsholders under their basic subscription privilege. |
| 11. As described in Liberty's Form S-3ASR filed with the Securities and Exchange Commission on May 14, 2020, the rights offering commenced on May 18, 2020 and expires on June 5, 2020. Liberty's board of directors may terminate the rights offering for any reason before the expiration time. Liberty may extend the expiration time of the rights offering for any reason and for any length of time beyond June 5, 2020, at the discretion of its board of directors. However, Liberty may not extend the expiration time of the rights offering for more than 25 trading days past the original fourteen trading day subscription period. All exercises of Series C Liberty SiriusXM Rights are irrevocable even if Liberty's board of directors determines to extend the expiration time. |
| 12. The price reported in Column 8 is a weighted average price. These rights were purchased in multiple transactions at prices ranging from $10.59 to $11.13. The Reporting Persons undertake to provide Liberty, any security holder of Liberty, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of rights purchased at each separate price within the range set forth in footnote 12 to this Form 4. |
| 13. 3,720,748 of the total reported Series C Liberty SiriusXM Rights are owned as of May 29, 2020 by the following subsidiaries of Berkshire: Government Employees Insurance Company (1,922,990), GEICO Advantage Insurance Company (83,806), GEICO Indemnity Company (542,750), National Fire & Marine Insurance Company (135,409), and National Indemnity Company (1,035,793). As Berkshire is in the chain of ownership of each of these subsidiaries, it may be deemed presently to both beneficially own and have a pecuniary interest in all such rights presently owned by each of these subsidiaries. Warren E. Buffett, as the controlling stockholder of Berkshire, may be deemed presently to beneficially own, but only to the extent he has a pecuniary interest in, such rights presently owned by each such subsidiary. Mr. Buffett disclaims beneficial ownership of the reported rights except to the extent of his pecuniary interest therein. |
| 14. 3,455,207 of the total reported Series C Liberty SiriusXM Rights are owned as of May 29, 2020 by the following pension plans of Berkshire's subsidiaries: Berkshire Hathaway Consolidated Pension Plan (2,817,180), BNSF Master Retirement Trust (325,000), and Precision Castparts Corp. Master Trust (313,027). Each of Berkshire, Mr. Buffett and these pension plans disclaims beneficial ownership in such rights. |
| 15. The price reported in Column 8 is a weighted average price. These rights were purchased in multiple transactions at prices ranging from $10.43 to $11.42. The Reporting Persons undertake to provide Liberty, any security holder of Liberty, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of rights purchased at each separate price within the range set forth in footnote 15 to this Form 4. |
| 16. The price reported in Column 8 is a weighted average price. These rights were purchased in multiple transactions at prices ranging from $11.44 to $11.70. The Reporting Persons undertake to provide Liberty, any security holder of Liberty, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of rights purchased at each separate price within the range set forth in footnote 16 to this Form 4. |
| 17. The price reported in Column 8 is a weighted average price. These rights were purchased in multiple transactions at prices ranging from $10.31 to $11.30. The Reporting Persons undertake to provide Liberty, any security holder of Liberty, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of rights purchased at each separate price within the range set forth in footnote 17 to this Form 4. |
| 18. The price reported in Column 8 is a weighted average price. These rights were purchased in multiple transactions at prices ranging from $11.33 to $11.50. The Reporting Persons undertake to provide Liberty, any security holder of Liberty, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of rights purchased at each separate price within the range set forth in footnote 18 to this Form 4. |
| Remarks: |
| /s/ Warren E. Buffett (on behalf of himself and each other reporting person hereunder) | 05/29/2020 | |
| ** 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. | ||