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*
FRIES MICHAEL T

(Last) (First) (Middle)
161 HAMMERSMITH ROAD

(Street)
LONDON X0

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Liberty Global plc [ LBTY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2023
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
Class C Ordinary Shares 03/01/2023 A 7,595(1) A (1) 1,533,778 D
Class C Ordinary Shares 03/01/2023 F 2,253 D $21.12 1,531,525 D
Class C Ordinary Shares 13,983(2) I By 401(k) Plan
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
Restricted Share Units B (1) 03/01/2023 D 7,890(3) (4) (4) Class B Ordinary Shares 7,890 (1) 0 D
Explanation of Responses:
1. Pursuant to the Issuer's shareholding incentive program available to management generally, the Reporting Person received 7,890 Restricted Share Units (RSUs) in 2022, each representing a right to receive one share of Issuer's Class B ordinary shares. Under the terms of the Reporting Person's employment agreement, the RSUs were rebalanced pursuant to an Irrevocable Rebalance Notice of Certain Unvested Equity Awards, dated December 19, 2022, so that the Reporting Person received an equal value of Class C ordinary shares on settlement of the RSUs vesting in lieu of Class B ordinary shares. This Form 4 reflects the settlement of the RSUs into Class C ordinary shares; the RSUs are no longer outstanding, and no sale occurred.
2. The Reporting Person received 922 shares contributed by Issuer under its 401(k) Plan as of March 1, 2023.
3. Due to a clerical error by the Issuer, the number of shares underlying the RSU was incorrectly stated on the Form 4 filed with the Commission on March 16, 2022 to report the grant of the RSU, and such report is deemed amended by this report on Form 4, which reflects the correct number of shares underlying the RSU, which is 234 additional shares.
4. The RSUs vested in full on March 1, 2023.
Remarks:
The trading symbols for the Issuer's classes of ordinary shares are LBTYA, LBTYB, and LBTYK.
/s/ Michael T. Fries 03/03/2023
** 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.
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