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*
FRIES MICHAEL T

(Last) (First) (Middle)
38 HANS CRESCENT

(Street)
LONDON X0

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Liberty Global plc [ LBTY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
08/28/2014
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
Class C Ordinary Shares 06/06/2014 G V 100,000 D $42.8 945,009 D
Class A Ordinary Shares 08/28/2014 M 73,809 (1) A $9.87 (1) 418,562 (2) D
Class C Ordinary Shares 08/28/2014 M 147,617 (3) A $9.3 (3) 1,092,626 (2) D
Class C Ordinary Shares 08/28/2014 M 73,808 (4) A $9.77 (4) 1,166,434 (2) D
Class A Ordinary Shares 08/28/2014 S 73,809 D $44.0992 (5) 344,753 (2) D
Class C Ordinary Shares 08/28/2014 S 221,425 D $42.5932 (6) 945,009 (2) D
Class C Ordinary Shares 13,063 I By 401(k) Plan
Class A Ordinary Shares 1,977 I By 401(k) 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 A (right to buy) $9.87 (1) 08/28/2014 M 73,809 (1) (7) 11/24/2014 Class A Ordinary Shares 73,809 (1) $0 0 D
Stock Option C (right to buy) $9.3 (3) 08/28/2014 M 147,617 (3) (7) 11/24/2014 Class C Ordinary Shares 147,617 (3) $0 0 D
Stock Option C (right to buy) $9.77 (4) 08/28/2014 M 73,808 (4) (7) 11/24/2014 Class C Ordinary Shares 73,808 (4) $0 0 D
Explanation of Responses:
1. On March 3, 2014, the Issuer distributed Class C ordinary shares as a dividend at the rate of one Class C ordinary share for each ordinary share outstanding as of February 14, 2014. As a result, pursuant to the anti-dilution provisions of the applicable incentive plan of the Issuer, a Class A option previously reported as an option for 147,617 shares at an exercise price of $19.64 per share was adjusted to reflect the dividend.
2. Since the date of the reporting person's last ownership report, he transferred to his ex-spouse pursuant to a domestic relations order the following securities of the Issuer: (1) 288,106 Class A ordinary shares and 873,456 Class C ordinary shares; (2) 50% of his options to purchase Class A ordinary shares and Class C ordinary shares; (3) 50% of his restricted share units for Class A ordinary shares and Class C ordinary shares; and (4) 50% of his stock appreciation rights based Class A ordinary shares and Class C ordinary shares.
3. On March 3, 2014, the Issuer distributed Class C ordinary shares as a dividend at the rate of one Class C ordinary share for each ordinary share outstanding as of February 14, 2014. As a result, pursuant to the anti-dilution provisions of the applicable incentive plan of the Issuer, a Class C option previously reported as an option for 147,617 shares at an exercise price of $18.60 per share was adjusted to reflect the dividend.
4. On March 3, 2014, the Issuer distributed Class C ordinary shares as a dividend at the rate of one Class C ordinary share for each ordinary share outstanding as of February 14, 2014. As a result, pursuant to the anti-dilution provisions of the applicable incentive plan of the Issuer, a Class A option was adjusted for the dividend by allocating the exercise price of the original Class A option between an option based on Class A ordinary shares and an option based on Class C ordinary shares.
5. The price reflects a weighted average of sales made at prices ranging from $44.015 to $44.315. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, information regarding the number of shares sold at each separate price.
6. The price reflects a weighted average of sales made at prices ranging from $42.465 to $42.885. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, information regarding the number of shares sold at each separate price.
7. The option is immediately exercisable.
Remarks:
The trading symbols for the Issuer's Class A, Class B, and Class C ordinary shares are LBTYA, LBTYB, and LBTYK, respectively.
/s/ Michael T. Fries 08/28/2014
** 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).
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