0001225208-14-025806.txt : 20141223 0001225208-14-025806.hdr.sgml : 20141223 20141223184219 ACCESSION NUMBER: 0001225208-14-025806 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141219 FILED AS OF DATE: 20141223 DATE AS OF CHANGE: 20141223 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Liberty Media Corp CENTRAL INDEX KEY: 0001560385 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 371699499 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12300 LIBERTY BOULEVARD CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 720-875-5400 MAIL ADDRESS: STREET 1: 12300 LIBERTY BOULEVARD CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: Liberty Spinco, Inc. DATE OF NAME CHANGE: 20121015 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAFFEI GREGORY B CENTRAL INDEX KEY: 0001099636 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35707 FILM NUMBER: 141307990 MAIL ADDRESS: STREET 1: 12300 LIBERTY BLVD CITY: ENGLEWOOD STATE: CO ZIP: 80112 4 1 doc4.xml X0306 4 2014-12-19 0001560385 Liberty Media Corp LMCA 0001099636 MAFFEI GREGORY B 12300 LIBERTY BOULEVARD ENGLEWOOD CO 80112 1 1 President, CEO Series A Common Stock 2014-12-19 4 M 0 148944.0000 23.8800 A 1887366.0000 D Series A Common Stock 2014-12-19 4 F 0 8422.0000 33.9000 D 1878944.0000 D Series A Common Stock 2014-12-19 4 F 0 16832.0000 33.9500 D 1862112.0000 D Series A Common Stock 2014-12-19 4 F 0 21028.0000 33.9900 D 1841084.0000 D Series A Common Stock 2014-12-19 4 S 0 23601.0000 33.9533 D 1817483.0000 D Series A Common Stock 2014-12-19 4 F 0 33682.0000 33.9100 D 1783801.0000 D Series A Common Stock 2014-12-19 4 F 0 45379.0000 33.9800 D 1738422.0000 D Series C Common Stock 2014-12-19 4 M 0 300972.0000 23.5500 A 3777816.0000 D Series C Common Stock 2014-12-19 4 F 0 20964.0000 33.7500 D 3756852.0000 D Series C Common Stock 2014-12-19 4 F 0 20978.0000 33.7000 D 3735874.0000 D Series C Common Stock 2014-12-19 4 F 0 20981.0000 33.6900 D 3714893.0000 D Series C Common Stock 2014-12-19 4 F 0 41952.0000 33.7100 D 3672941.0000 D Series C Common Stock 2014-12-19 4 F 0 42755.0000 33.7300 D 3630186.0000 D Series C Common Stock 2014-12-19 4 S 0 48642.0000 33.7717 D 3581544.0000 D Series C Common Stock 2014-12-19 4 F 0 104700.0000 33.8400 D 3476844.0000 D Series A Common Stock 11929.0000 I By 401(k) Savings Plan Series C Common Stock 23859.0000 I By 401(k) Savings Plan Stock Option - LMCA (Right to Buy) 23.8800 2014-12-19 4 M 0 148944.0000 0.0000 D 2014-12-24 Series A Common Stock 148944.0000 0.0000 D Stock Option - LMCK (Right to Buy) 23.5500 2014-12-19 4 M 0 300972.0000 0.0000 D 2014-12-24 Series C Common Stock 300972.0000 0.0000 D The price is a weighted average price. These shares were sold in multiple transactions ranging from $33.8870 to $34.0170, inclusive. The reporting person undertakes to provide to the Securities and Exchange Commission, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range. On May 7, 2014, the Issuer's board of directors declared a stock dividend, payable to all holders of record as of 5:00 p.m. New York City time on July 7, 2014, of two shares of Series C Common Stock for each outstanding share of Series A Common Stock or Series B Common Stock (the "Transaction"). As a result of the Transaction, the reporting person received 3,476,844 shares of Series C Common Stock. The price is a weighted average price. These shares were sold in multiple transactions ranging from $33.7070 to $33.8610, inclusive. The reporting person undertakes to provide to the Securities and Exchange Commission, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range. The number of shares reported as held in the reporting person's 401(k) is based on a statement from the Plan Administrator dated as of November 30, 2014. The number of shares reported as held in the reporting person's 401(k) is based on a statement from the Plan Administrator dated as of November 30, 2014, which also reflects the reporting person's holdings following the Transaction. On January 11, 2013, Starz, the Issuer's former parent company, completed the spin-off of the Issuer (the "LMC spin-off"), which was effected by the distribution to each holder of Starz common stock of shares of the Issuer's common stock. In connection with the completion of the LMC spin-off, all equity awards held by the reporting person with respect to Starz' common stock (each an "Original Starz Award") were adjusted pursuant to the anti-dilution provisions of the incentive plans under which the equity awards were granted, such that the reporting person received (i) an adjustment to the exercise price or base price, as applicable, and number of shares relating to the Original Starz Award and (ii) an equity award relating to shares of the corresponding series of the Issuer's common stock. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended ("Rule 16b-3"). This stock option was granted as a result of the adjustments to the Original Starz Awards described in footnote 6. The number of shares relating to this option was adjusted as a result of the LBC spin-off (as described in the Remarks section), and the exercise price was adjusted as a result of the Transaction and the LBC spin-off, in each case pursuant to the anti-dilution provisions of the incentive plan under which such option was granted. In connection with the Transaction, all equity awards held by the reporting person with respect to Series A and Series B Common Stock (each an "Original Award") were adjusted such that the reporting person received (i) an adjustment to the exercise price or base price, as applicable, of the Original Award and (ii) an equity award relating to shares of Series C Common Stock. With respect to the LBC spin-off, the adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3. The derivative security is fully vested. In connection with the completion of the Transaction and the LBC spin-off (as described in the Remarks section), all equity awards held by the reporting person with respect to the Issuer's Common Stock were adjusted pursuant to the anti-dilution provisions of the incentive plans under which the equity awards were granted. In connection with the Transaction, all equity awards held by the reporting person with respect to an Original Award were adjusted as described in footnote 7. With respect to the LBC spin-off, the adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3. On November 4, 2014, the Issuer completed the spin-off (the "LBC spin-off") of its former wholly-owned subsidiary, Liberty Broadband Corporation ("LBC"), which was effected by the distribution to each holder of its common stock of shares of the corresponding series of LBC's common stock. In connection with the completion of the LBC spin-off, all equity awards held by the reporting person with respect to the Issuer's common stock (each a "Pre-LBC Spin Award") were adjusted pursuant to the anti-dilution provisions of the incentive plans under which the equity awards were granted, such that the reporting person received (i) an adjustment to the exercise price or base price, as applicable, and number of shares relating to the Pre-LBC Spin Award and (ii) an equity award relating to shares of the corresponding series of LBC's common stock. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3. /s/ Pamela L. Coe as Attorney-in-Fact for Gregory B. Maffei 2014-12-23