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*
MALONE JOHN C

(Last) (First) (Middle)
12300 LIBERTY BLVD.

(Street)
ENGLEWOOD CO 80112

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Liberty Media Corp [ LMCA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board
3. Date of Earliest Transaction (Month/Day/Year)
11/28/2011
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
Series A Liberty Starz Common Stock 11/28/2011 D (1) 53,980 D (1) 0 D
Series A Liberty Starz Common Stock 11/28/2011 D (1) 720 D (1) 0 I By 401(k) Savings Plan
Series A Liberty Starz Common Stock 11/28/2011 D (1) 30,100 D (1) 0 I By Spouse
Series B Liberty Starz Common Stock 11/28/2011 D (1) 2,341,420 D (1) 0 D
Series B Liberty Starz Common Stock 11/28/2011 D (1) 68,188 D (1) 0 I By Spouse
Series A Liberty Capital Common Stock 11/28/2011 A (1) 47,572 A (1) 1,998,082 D
Series A Liberty Capital Common Stock 11/28/2011 A (1) 634 A (1) 1,184 (2) I By 401(k) Savings Plan
Series A Liberty Capital Common Stock 11/28/2011 A (1) 26,526 A (1) 101,778 (3) I By Spouse
Series B Liberty Capital Common Stock 11/28/2011 A (1) 2,063,470 A (1) 7,932,020 D
Series B Liberty Capital Common Stock 11/28/2011 A (1) 60,093 A (1) 230,564 (3) 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) $33.72 11/28/2011 D (4) 2,111 (5) 03/29/2014 Series A Liberty Starz Common Stock 2,111 $0 0 D
Stock Option (right to buy) $38.26 11/28/2011 A (4) 1,860 (5) 03/29/2014 Series A Liberty Capital Common Stock 1,860 $0 1,860 D
Stock Option (right to buy) $26.03 11/28/2011 D (4) 68,683 (6) 12/16/2015 Series A Liberty Starz Common Stock 68,683 $0 0 D
Stock Option (right to buy) $29.54 11/28/2011 A (4) 60,529 (6) 12/16/2015 Series A Liberty Capital Common Stock 60,529 $0 60,529 D
Explanation of Responses:
1. On November 28, 2011, Liberty Media Corporation ("Liberty") converted all outstanding shares of its Liberty Starz common stock into shares of its Liberty Capital common stock (the "Conversion"). In the Conversion, (i) each outstanding share of Series A Liberty Starz common stock was converted into 0.88129 of a share of Series A Liberty Capital common stock and (ii) each outstanding share of Series B Liberty Starz common stock was converted into 0.88129 of a share of Series B Liberty Capital common stock, with cash paid in lieu of the issuance of fractional shares in each case. The Conversion was effected by action of the Liberty board of directors in accordance with Article IV, Section A.2(b)(ii) of Liberty's restated certificate of incorporation.
2. The number of shares reported as held in the reporting person's 401(k) is based on a statement from the Plan Administrator as of October 31, 2011.
3. The reporting person disclaims beneficial ownership of these shares owned by his spouse.
4. All outstanding equity awards with respect to Series A Liberty Starz common stock and Series B Liberty Starz common stock (each such equity award a "LSTZ equity award") were automatically converted into equity awards with respect to Series A Liberty Capital common stock and Series B Liberty Capital common stock, respectively (each such equity award a "LCAP equity award"). Each LCAP equity award remains subject to the terms and conditions of the corresponding LSTZ equity award in all material respects. The number of shares of Liberty Capital common stock subject to such LCAP equity award was determined by multiplying the shares of Liberty Starz common stock subject to the LSTZ equity award by 0.88129. The per share exercise price or per share base price, as applicable, of each LCAP equity award is equal to the per share exercise price or per share base price, respectively, of the LSTZ equity award divided by 0.88129.
5. The option is fully vested.
6. The option vests quarterly over four years, starting on the date the option was originally granted.
Remarks:
In connection with the completion of the Conversion, on November 29, 2011 the trading symbol for Series A Liberty Capital common stock changed from LCAPA to LMCA and the trading symbol for Series B Liberty Capital common stock changed from LCAPB to LMCB.
/s/ Pamela L. Coe as Attorney-in-fact for John C. Malone 11/30/2011
** 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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