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*
FLOWERS DAVID J A

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

(Street)
ENGLEWOOD CO 80112

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LIBERTY MEDIA CORP [ LMDI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior Vice President
3. Date of Earliest Transaction (Month/Day/Year)
03/03/2008
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
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) $21.53 03/03/2008 J(1) V 295,372 (2) 02/28/2011 Series A Liberty Entertainment Common Stock 295,372 (1) 295,372 D
Stock Option (right to buy) $15.95 03/03/2008 J(1) V 40,000 (3) 07/31/2013 Series A Liberty Entertainment Common Stock 40,000 (1) 40,000 D
Stock Option (right to buy) $14.53 03/03/2008 J(1) V 50,000 (4) 08/06/2014 Series A Liberty Entertainment Common Stock 50,000 (1) 50,000 D
Stock Option (right to buy) $17.43 03/03/2008 J(1) V 60,000 (5) 08/02/2012 Series A Liberty Entertainment Common Stock 60,000 (1) 60,000 D
Stock Option (right to buy) $16.47 03/03/2008 J(1) V 36,168 (6) 02/28/2013 Series A Common Stock 36,168 (1) 36,168 D
Stock Option (right to buy) $23.32 03/03/2008 J(1) V 67,600 (7) 03/29/2014 Series A Liberty Entertainment Common Stock 67,600 (1) 67,600 D
Stock Option (right to buy) $25.21 03/03/2008 J(1) V 68,564 (8) 12/24/2014 Series A Liberty Common Stock 68,564 (1) 68,564 D
Explanation of Responses:
1. Effective 03/03/08 the Issuer completed a reclassification exempt under Rule 16b-7 (the "Reclassification") in which each share of the Issuer's Liberty Capital common stock (par value $.01 per share) was reclassified as one share of the same series of the reclassified Liberty Capital common stock (par value $.01 per share) and four shares of the same series of the Issuer's new Liberty Entertainment common stock (par value $.01 per share). The Option was received in connection with the Reclassification as a result of holding stock options to acquire shares of the Issuer's Series A Liberty Capital common stock at the time of the Reclassification. The Reporting Person is voluntarily reporting this Form 5 transaction early on this Form 4.
2. 100% of the shares were exercisable on the transaction date.
3. 32,000 of the shares were exercisable on the transaction date and the balance of the shares will vest on 07/31/08.
4. 30,000 of the shares were exercisable on the transaction date and the balance of the shares will vest as to 10,000 shares on each of 08/06/08 and 08/06/09.
5. 37,500 of the shares were exercisable on the transaction date and the balance of the shares will vest as to 3,750 shares quarterly through 08/02/09.
6. 18,084 of the shares were exercisable on the transaction date and the balance of the shares will vest as to 2,260.50 shares quarterly through 02/28/10.
7. 12,675 of the shares were exercisable on the transaction date and the balance of the shares will vest as to 4,225 shares quarterly through 03/29/11.
8. The option will vest as to 4,285.25 shares quarterly through 12/24/11.
Remarks:
The trading symbol for the Issuer's Series A Liberty Entertainment common stock is LMDIA.
/s/ David J.A. Flowers 05/09/2008
** 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).
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