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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
VIRGIN MEDIA INC. [ VMED ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 05/01/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | ||||||
COMMON STOCK(1) | 05/01/2013 | A | 29,955 | A | $0.0001 | 86,099 | D | |||
COMMON STOCK(2) | 05/01/2013 | A | 22,384 | A | $0.0001 | 108,483 | D | |||
COMMON STOCK(3) | 05/01/2013 | A | 2,010 | A | $0.01 | 110,493 | D | |||
COMMON STOCK | 05/01/2013 | M | 75,077 | A | $12.51 | 185,570 | D | |||
COMMON STOCK | 05/01/2013 | M | 2,785 | A | $17.12 | 188,355 | D | |||
COMMON STOCK | 05/01/2013 | F(4) | 71,906 | D | $49.25 | 116,449 | 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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right To Buy) | $12.51 | 05/01/2013 | M | 75,077 | (5) | 04/13/2018 | COMMON STOCK | 75,077 | $0 | 10,593 | D | ||||
Stock Option (Right To Buy) | $17.12 | 05/01/2013 | M | 2,785 | (6) | 01/07/2020 | COMMON STOCK | 2,785 | $0 | 23 | D |
Explanation of Responses: |
1. The common stock acquired represents the release in part of performance-related restricted stock units granted on June 12, 2009 under the Company's 2009/2011 Long-Term Incentive Plan. |
2. The common stock acquired represents the release in part of performance-related restricted stock units granted on January 7, 2010 under the Company's 2010/2012 Long-Term Incentive Plan. |
3. The common stock acquired represents the release of time-vesting performance shares granted on March 26, 2012 pursuant to the Company's mandatory bonus deferral policy. |
4. The Company entered into a net issuance transaction with Mr. Barron whereby the Company withheld 71,906 shares with a value equal to the aggregate cost and tax obligation triggered by the transaction reported above. THIS IS NOT A SALE OF SHARES TO THE OPEN MARKET; THESE SHARES WILL CANCELLED BY THE COMPANY. |
5. These options vested in full on January 1, 2013 |
6. These options vested on January 1, 2013; the remaining 23 options will vest on January 15, 2015. |
Remarks: |
/s/ Andrew M Barron | 05/03/2013 | |
** 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. |