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^*

O NEILL SHANE

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President-chellomedia & CSO

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2006

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	02/03/2006		F⁽¹⁾		163	D	$20.3	7,134	D
Series C common stock	02/03/2006		F⁽¹⁾		163	D	$19.35	7,134	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 Appreciation Rights	$6.48⁽³⁾	08/26/2005		J⁽²⁾		177,572		⁽⁴⁾	10/01/2013	Series C common	177,572	$0	177,572	D
Stock Appreciation Rights	$10.31	08/26/2005		J⁽²⁾		177,572		⁽⁴⁾	10/01/2013	Series C common	177,572	$0	177,572	D
Stock Appreciation Rights	$16.02	08/26/2005		J⁽²⁾		1,171		09/15/2004	09/15/2014	Series C common	1,171	$0	1,171	D
Stock Appreciation Rights	$18.6	08/26/2005		J⁽²⁾		86,200		⁽⁵⁾	11/24/2014	Series C common	86,200	$0	86,200	D
Stock Appreciation Rights	$22.73	08/26/2005		J⁽²⁾		85,000		⁽⁶⁾	07/14/2012	Series C common	85,000	$0	85,000	D

Explanation of Responses:

1. Stock withheld in payment of tax liability upon vesting of restricted stock.

2. 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 received shares of Series C common stock based on his shares of Series A common stock and his stock appreciation rights (SARs) were adjusted for the dividend by adjusting the exercise price of the original SARs between SARs based on Series A common stock and SARs based on Series C common stock.

3. Upon exercise, the Reporting Person will receive the difference between the exercise price and the lesser of $10.31 or the fair market value of Issuer's Series C common stock payable in stock or cash at Issuer's election.

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

5. The SARs provide for vesting of 10% of the shares on May 3, 2005, and the remaining shares in 18 equal quarterly installments commencing August 3, 2005.

6. The SARs provide 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.

Remarks:

The trading symbols for the Issuer's Series A, Series B and Series C common stock are LBTYA, LBTYB and LBTYK, respectively.

	Michelle L. Keist, Attorney in Fact	02/06/2006
	** 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).
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