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)
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2. Issuer Name and Ticker or Trading Symbol
Liberty Global, Inc. [ LBTY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/04/2005 | ||||||||||||||||||||||||||
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 | 10/04/2005 | M | 44,393 | A | $6.84 | 51,854 | D | |||
Series A Common Stock | 10/04/2005 | D(4) | 26,384 | D | $0(4) | 25,470 | D | |||
Series A Common Stock | 10/04/2005 | M | 44,393 | A | $10.9 | 69,863 | D | |||
Series A Common Stock | 10/04/2005 | M | 12,930 | A | $19.64 | 82,793 | D | |||
Series A Common Stock | 10/04/2005 | M | 683 | A | $16.93 | 83,476 | D | |||
Series A Common Stock | 10/04/2005 | F | 54,291 | D | $26.87 | 29,185 | D | |||
Series C Common Stock | 10/04/2005 | M | 44,393 | A | $6.48 | 51,854 | D | |||
Series C Common Stock | 10/04/2005 | D(5) | 26,694 | D | $0(5) | 25,160 | D | |||
Series C Common Stock | 10/04/2005 | M | 44,393 | A | $10.31 | 69,553 | D | |||
Series C Common Stock | 10/04/2005 | M | 12,930 | A | $18.6 | 82,483 | D | |||
Series C Common Stock | 10/04/2005 | M | 683 | A | $16.02 | 83,166 | D | |||
Series C Common Stock | 10/04/2005 | F | 53,783 | D | $25.86 | 29,383 | 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 Appreciation Rights | $6.84(1) | 10/04/2005 | M | 44,393 | 10/01/2005(2) | 10/01/2013 | Series A Common | 44,393 | $0 | 133,179 | D | ||||
Stock Appreciation Rights | $10.9(1) | 10/04/2005 | M | 44,393 | 10/01/2005(2) | 10/01/2013 | Series A Common | 44,393 | $0 | 133,179 | D | ||||
Stock Appreciation Rights | $19.64(1) | 10/04/2005 | M | 12,930 | (3) | 11/24/2014 | Series A Common | 12,930 | $0 | 73,270 | D | ||||
Stock Appreciation Rights | $16.93(1) | 10/04/2005 | M | 683 | 09/15/2004 | 09/15/2014 | Series A Common | 683 | $0 | 0 | D | ||||
Stock Appreciation Rights | $6.48(1) | 10/04/2005 | M | 44,393 | 10/01/2005(2) | 10/01/2013 | Series C Common | 44,393 | $0 | 133,179 | D | ||||
Stock Appreciation Rights | $10.31(1) | 10/04/2005 | M | 44,393 | 10/01/2005(2) | 10/01/2013 | Series C Common | 44,393 | $0 | 133,179 | D | ||||
Stock Appreciation Rights | $18.6(1) | 10/04/2005 | M | 12,930 | (3) | 11/24/2014 | Series C Common | 12,930 | $0 | 73,720 | D | ||||
Stock Appreciation Rights | $16.02(1) | 10/04/2005 | M | 683 | 09/15/2004 | 09/15/2014 | Series C Common | 683 | $0 | 0 | D |
Explanation of Responses: |
1. On September 6, 2005, the Issuer distributed shares of its Series C common stock as a dividend at a rate of one share of Series C common stock for every share of common stock outstanding as of August 26, 2005. As a result, the Reporting Person's SAR grants were adjusted for the dividend by adjusting the exercise price of the original SAR grant between a SAR grant based on Series A common stock and a SAR grant based on Series C common stock. |
2. The SAR vests in four equal annual installments commencing on October 1, 2005. |
3. The SAR vests as to 10% of the shares on May 3, 2005, and as to the remaining shares in 18 equal quarterly installments commencing August 3, 2005. |
4. Pursuant to the terms of the SAR (the value of which is capped at $10.90 per share), the Reporting Person was entitled to receive total net proceeds (after withholding for taxes) equal to $106,324.59 from the exercise. Such amount was payable in shares of Series A common stock of the Issuer, determined based on the fair market value of the Issuer's Series A common stock on the exercise date. The fair market value of Issuer's Series A common stock on the exercise date was $26.87. |
5. Pursuant to the terms of the SAR (the value of which is capped at $10.31 per share), the Reporting Person was entitled to receive total net proceeds (after withholding for taxes) equal to $100,310.94 from the exercise. Such amount was payable in shares of Series C common stock of the Issuer, determined based on the fair market value of the Issuer's Series C common stock on the exercise date. The fair market value of Issuer's Series C common stock on the exercise date was $25.86. |
Remarks: |
The trading symbols for the Issuer's Series A, Series B and Series C common stock are LBTYA, LBTYB and LBTYK, respectively. |
Charles H.R. Bracken | 10/06/2005 | |
** 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. |