| 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) 06/07/2013 | ||||||||||||||||||||||||||
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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 | 06/07/2013 | D | 26,287 | D | (1) | 0 | D | |||
| Series C Common Stock | 06/07/2013 | D | 25,528 | D | (1) | 0 | D | |||
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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 Option A (right to buy) | $26.76 | 06/07/2013 | D | 469 | (2) | 06/17/2020 | Series A Common Stock | 469 | $0 | 0 | D | ||||
| Stock Option A (right to buy) | $41.85 | 06/07/2013 | D | 664 | (3) | 06/21/2021 | Series A Common Stock | 664 | $0 | 0 | D | ||||
| Stock Option A (right to buy) | $48.5 | 06/07/2013 | D | 1,895 | (4) | 06/19/2022 | Series A Common Stock | 1,895 | $0 | 0 | D | ||||
| Stock Option C (right to buy) | $26.79 | 06/07/2013 | D | 468 | (2) | 06/17/2020 | Series C Common Stock | 468 | $0 | 0 | D | ||||
| Stock Option C (right to buy) | $40.2 | 06/07/2013 | D | 690 | (3) | 06/21/2021 | Series C Common Stock | 690 | $0 | 0 | D | ||||
| Stock Option C (right to buy) | $46.9 | 06/07/2013 | D | 1,960 | (4) | 06/19/2022 | Series C Common Stock | 1,960 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of in exchange for shares of a new parent company, Liberty Global plc, upon consummation of the combination of the Liberty Global, Inc. and Virgin Media Inc. under Liberty Global plc pursuant to that certain agreement and plan of merger dated as of February 5, 2013, as amended, at an exchange rate of one ordinary share of the corresponding class of Liberty Global plc ordinary shares for each share of Liberty Global, Inc. Series A and Series C common stock. |
| 2. The option was assumed by Liberty Global plc and is immediately exercisable. |
| 3. The option was assumed by Liberty Global plc and vests in three equal annual installments commencing on the date of the Issuer's 2011 annual meeting of stockholders. |
| 4. The option was assumed by Liberty Global plc and vests in three equal annual installments commencing on the date of the Issuer's 2012 annual meeting of stockholders. |
| Remarks: |
| The trading symbols for the Liberty Global, Inc.'s Series A, Series B and Series C ordinary shares are, respectively, LBTYA, LBTYB and LBTYK. The disposition of the referenced securities of Liberty Global, Inc. by the Reporting Person was made as a result of the business combination of Liberty Global, Inc. and Virgin Media Inc. with wholly-owned subsidiaries of the Liberty Global plc, which mergers were consummated on June 7, 2013, prior to the filing date for the Current Report on Form 8-K filed by the Liberty Global, Inc. reporting such mergers. The disposition of all such securities by the Reporting Person was approved and exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934. |
| Larry E. Romrell | 06/07/2013 | |
| ** 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. | ||