SEC FORM 4

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)

12300 LIBERTY BOULEVARD

(Street)

ENGLEWOOD

80112

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Liberty Global, Inc. [ 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)
07/14/2005

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A common stock	06/15/2005		A		17,572	A	⁽¹⁾⁽²⁾	17,572	D
Series A common stock	06/15/2005		A		1,977	A	⁽¹⁾⁽³⁾	1,977	I	by 401(k) Plan
Series A common stock	07/14/2005		A		50,000	A	$0	67,572	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$19.17	06/15/2005		A		517,200		01/05/2004	01/30/2012	Series A common	517,200	⁽¹⁾⁽⁵⁾	517,200	D
Stock Option (right to buy)	$38.24	06/15/2005		A		147,617		⁽⁶⁾	11/24/2014	Series A common	147,617	⁽¹⁾⁽⁷⁾	147,617	D
Stock Appreciation Rights	$21.21	06/15/2005		A		221,965		⁽⁸⁾	10/01/2013	Series A common	221,965	⁽¹⁾⁽⁹⁾	221,965	D
Stock Appreciation Rights	$24.41	06/15/2005		A		64,650		⁽¹⁰⁾	10/01/2013	Series A common	64,650	⁽¹⁾⁽¹¹⁾	64,650	D
Stock Appreciation Rights	$13.32	06/15/2005		A		221,965		⁽⁸⁾	10/01/2013	Series A common	221,965	⁽¹⁾⁽¹²⁾	221,965	D
Stock Option (right to buy)	$46.75	07/14/2005		A		140,000		⁽⁴⁾	07/14/2012	Series A common	140,000	$0	140,000	D

Explanation of Responses:

1. This transaction is being reported on this Form 4 in accordance with Rule 16a-2(a) promulgated under the Exchange Act.

2. Received in exchange for 81,543 shares of UnitedGlobalCom, Inc. ("UGC") Class A common stock in connection with the merger of UGC and Liberty Media International, Inc., respectively, with subsidiaries of the Issuer (the "Merger") at an exchange rate of .2155 of the Issuer's Series A common stock for each share of UGC Class A common stock (having a market value of $9.50).

3. In the Merger, received 1,884 shares in exchange for 8,744 shares of UGC Class A common stock. The remaining shares were contributed by Issuer under the 401(k) plan as of June 30, 2005.

4. The option provides for vesting of 12.5% of the shares on January 14, 2006, and the remaining shares in 14 equal quarterly installments commencing April 14, 2006.

5. Received in the Merger in exchange for options to acquire 2,400,000 shares of UGC Class A common stock at an exercise price of $4.13 per share.

6. The option provides for vesting of 10% of the shares on May 3, 2005, and the remaining shares in 18 equal quarterly installments commencing August 3, 2005.

7. Received in the Merger in exchange for options to acquire 685,000 shares of UGC Class A common stock at an exercise price of $8.24 per share.

8. The SARs vest in four equal annual installments commencing October 1, 2005.

9. Received in the Merger in exchange for SARs based on 1,030,000 shares of UGC Class A common stock at an exercise price of $4.57 per share.

10. The SARs vest in five equal annual installments commencing October 1, 2004.

11. Received in the Merger in exchange for SARs based on 300,000 shares of UGC Class A common stock at an exercise price of $5.26 per share.

12. Received in the Merger in exchange for SARs based on 1,030,000 shares of UGC Class A common stock at an exercise price of $2.87 per share. Upon exercise the Reporting Person will receive the difference between the exercise price and the lesser of $21.21 or the fair market value of Issuer's Series A common stock payable in stock or cash at Issuer's election.

Remarks:

The trading symbols for the Issuer's Series A and Series B Common Stock are LBTYA and LBTYB, respectively.

	Michael T. Fries	07/15/2005
	** Signature of Reporting Person	Date
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