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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* BARRON ANDREW (Last) (First) (Middle) C/O VIRGIN MEDIA INC. 65 BLEECKER STREET, 6TH FLOOR (Street) NEW YORK NY 10012 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol VIRGIN MEDIA INC. [ VMED ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) CHIEF OPERATING OFFICER
	3. Date of Earliest Transaction (Month/Day/Year) 06/07/2013
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/07/2013		D		9,343	D	$0(1)	0	D
Common Stock	06/07/2013		D		10,680	D	$0(1)	0	I	By Spouse
Depositary Interest Shares	06/07/2013		D		709	D	$0(2)	0	D
Depositary Interest Shares	06/07/2013		D		717	D	$0(2)	0	I	By Spouse

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)	$13.55	06/07/2013		D			300,000	(3)	03/16/2018	Common Stock	300,000	$0(3)	0	D
Stock Option (Right to Buy)	$12.51	06/07/2013		D			10,593	(3)	04/13/2018	Common Stock	10,593	$0(3)	0	D
Stock Option (Right to Buy)	$8.73	06/07/2013		D			77,955	(4)	06/11/2019	Common Stock	77,955	$0(4)	0	D
Stock Option (Right to Buy)	$17.16	06/07/2013		D			27,855	(5)	01/06/2020	Common Stock	27,855	$0(5)	0	D
Stock Option (Right to Buy)	$24.34	06/07/2013		D			27,778	(6)	01/26/2022	Common Stock	27,778	$0(6)	0	D
Stock Option (Right to Buy)	$39.39	06/07/2013		D			19,647	(7)	01/24/2023	Common Stock	19,647	$0(7)	0	D
Stock Option (Right to Buy)(8)	$25.31	06/07/2013		D			25,063	(9)	01/27/2021	Common Stock	25,063	$0(9)	0	D

Explanation of Responses:

1. Disposed of in exchange for shares of a new parent company, Liberty Global plc ("LG plc"), upon consummation of the combination of Virgin Media Inc. ("Virgin Media") and Liberty Global Inc. under LG plc (the "Merger") pursuant to that certain agreement and plan of merger dated as of February 5, 2013, as amended (the "Merger Agreement"), at an exchange rate of one share of common stock of Virgin Media for 0.2582 of a Class A LG plc ordinary share and 0.1928 of a Class C LG plc ordinary share and $17.50 in cash.

2. The Virgin Media shares underlying these depositary interest shares were exchanged for shares of LG plc upon consummation of the Merger pursuant to the Merger Agreement, at an exchange rate of one share of common stock of Virgin Media for 0.2582 of a Class A LG plc ordinary share and 0.1928 of a Class C LG plc ordinary share and $17.50 in cash.

3. The option had become fully exercisable prior to the Merger and was exchanged upon the Merger for two options, the first exercisable for 0.4123 of a Class A LG plc ordinary share and the second exercisable for 0.3077 of a Class C LG plc ordinary share, in each case multiplied by the number of Virgin Media shares of common stock for which the Virgin Media option was exercisable. The exercise price of such converted options was adjusted accordingly.

4. The option, a portion of which was vested and exercisable prior to the Merger and a portion of which was subject to accelerated vesting in connection the Merger, was exchanged for two options, the first exercisable for 0.4123 of a Class A LG plc ordinary share and the second exercisable for 0.3077 of a Class C LG plc ordinary share, in each case multiplied by the number of Virgin Media shares of common stock for which the Virgin Media option was exercisable. The exercise price of the converted options was adjusted accordingly.

5. This option, which was exercisable as to 15,599 shares prior to the Merger and will be exercisable as to an additional 6,128 shares on each of January 1, 2014 and January 1, 2015, was exchanged upon the Merger for two options, the first exercisable for 0.4123 of a Class A LG plc ordinary share and the second exercisable for 0.3077 of a Class C LG plc ordinary share, in each case multiplied by the number of Virgin Media shares of common stock for which the Virgin Media option was exercisable. The exercise price of the converted options was adjusted accordingly. Vesting and settlement of such converted awards will accelerate if the Reporting Person is subject to an involuntary termination of employment (as described in the Merger Agreement) on or prior to December 31, 2014.

6. This option, which was exercisable as to 20% of the shares on January 1, 2013 and will be exercisable as to an additional 20% on each January 1 thereafter until fully vested, was exchanged upon the Merger for two options, the first exercisable for 0.4123 of a Class A LG plc ordinary share and the second exercisable for 0.3077 of a Class C LG plc ordinary share, in each case multiplied by the number of Virgin Media shares of common stock for which the Virgin Media option was exercisable. The exercise price of the converted options was adjusted accordingly. Vesting and settlement of such converted awards will accelerate if the Reporting Person is subject to an involuntary termination of employment (as described in the Merger Agreement) on or prior to December 31, 2014.

7. This option, which will be exercisable in five equal installments beginning on January 1, 2014 and each January 1 thereafter until fully vested, was exchanged upon the Merger for two options, the first exercisable for 0.4123 of a Class A LG plc ordinary share and the second exercisable for 0.3077 of a Class C LG plc ordinary share, in each case multiplied by the number of Virgin Media shares of common stock for which the Virgin Media option was exercisable. The exercise price of the converted options was also adjusted accordingly.

8. This option equivalent interest, which includes the associated supplementary award, was granted under the Joint Stock Ownership Plan ("JSOP"), a subplan of the Virgin Media 2010 Stock Incentive Plan. Under the JSOP, the Reporting Person holds a shared ownership interest with a trustee in the shares underlying the option equivalent interest.

9. The JSOP option vested as to 20% of the shares on each of January 1, 2012 and January 1, 2013 and will continue to vest as to an additional 20% on each January 1 thereafter until fully vested. With effect from the Merger, each share in trust underlying the option equivalent interest was exchanged for the Merger consideration of 0.2582 of a Class A LG plc ordinary share and 0.1928 of a Class C LG plc ordinary share and $17.50 in cash, and the shared ownership interest is an interest in the Merger consideration. Vesting of such awards will accelerate if the Reporting Person is subject to an involuntary termination of employment (as described in the Merger Agreement) on or prior to December 31, 2014.

Remarks:

The disposition of the referenced securities of Virgin Media, Inc. by the Reporting Person was made as a result of the business combination of Virgin Media Inc. and Liberty Global, Inc. with wholly-owned subsidiaries of LG plc, which mergers were consummated on June 7, 2013, prior to the filing date for the Current Report on Form 8-K to be filed by Virgin Media Inc. reporting such mergers. The disposition of all such securities by the Reporting Person was approved and exempted pursuant to the Rule 16b-3 under the Securities Exchange Act.

	/s/ Andrew Barron	06/12/2013
	** Signature of Reporting Person	Date
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