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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LIBERTY MEDIA INTERNATIONAL INC [ LBTY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/16/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 Common Stock | 11/16/2004 | M | 5 | A | $33.92 | 5 | D | |||
Series A Common Stock | 11/16/2004 | D | 5 | D | $40.45 | 0 | D | |||
Series A Common Stock | 11/16/2004 | M | 546 | A | $33.92 | 546 | D | |||
Series A Common Stock | 11/16/2004 | D | 546 | D | $40.45 | 0 | D | |||
Series A Common Stock | 11/16/2004 | M | 100,000 | A | $33.92 | 100,000 | D | |||
Series A Common Stock | 11/16/2004 | D | 15,000 | D | $40.55 | 85,000 | D | |||
Series A Common Stock | 11/16/2004 | D | 65,000 | D | $40.45 | 20,000 | D | |||
Series A Common Stock | 11/16/2004 | D | 20,000 | D | $40.4 | 0 | D | |||
Series A Common Stock | 10,683(1) | D | ||||||||
Series A Common Stock | 673(1) | I | By 401(k) Savings Plan(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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(3) | $33.92 | 11/16/2004 | A | 5 | (4) | 11/16/2004 | Series A Common Stock | 5 | $0 | 5 | D | ||||
Stock Option | $33.92 | 11/16/2004 | M | 5 | (4) | 11/16/2004 | Series A Common Stock | 5 | $0 | 0 | D | ||||
Stock Option(3) | $33.92 | 11/16/2004 | A | 546 | (4) | 07/23/2007 | Series A Common Stock | 546 | $0 | 546 | D | ||||
Stock Option | $33.92 | 11/16/2004 | M | 546 | (4) | 07/23/2007 | Series A Common Stock | 546 | $0 | 0 | D | ||||
Stock Option(3) | $33.92 | 11/16/2004 | A | 182,976 | (5) | 02/28/2011 | Series A Common Stock | 182,976 | $0 | 182,976 | D | ||||
Stock Option | $33.92 | 11/16/2004 | M | 182,976 | (5) | 02/28/2011 | Series A Common Stock | 100,000 | $0 | 82,976 | D | ||||
Stock Option(3) | $33.92 | 11/16/2004 | A | 13,298 | (6) | 07/31/2013 | Series A Common Stock | 13,298 | $0 | 13,298 | D |
Explanation of Responses: |
1. Shares were received in the spin off of the Issuer from Liberty Media Corporation ("LMC") on June 7, 2004 (the "Spin Off"). |
2. The number of shares represents equivalent shares based on the fair market value of the shares of the Issuer's Series A Common Stock held by a unitized stock fund under the LMC 401(k) Savings Plan based on a report from the Plan Administrator dated October 31, 2004. The Reporting Person has an interest in the unitized fund, which holds shares of the Issuer's Series A Common Stock and short-term investments. |
3. The stock option was acquired, pursuant to anti-dilution provisions in the option plan of LMC, in connection with the Spin Off, and subsequently adjusted as to exercise price and number of shares, pursuant to anti-dilution provisions in the option plan of the Issuer, in connection with the Issuer's rights offering effective August 23, 2004. |
4. The stock option was 100% vested at the time it was acquired. |
5. The stock option was vested as to 65% of the total number of shares at the time it was acquired. The stock option vests as to 17.5% of the total number of shares on each of February 28, 2005 and February 28, 2006. |
6. The stock option was 0% vested at the time it was acquired. The stock option vests as to 20% of the total number of shares on each July 31, beginning July 31, 2004. |
Remarks: |
The trading symbols for the Issuer's Series A and Series B Common Stock are, respectively, LBTYA and LBTYB. |
/s/ Elizabeth M. Markowski, Attorney-in-fact | 11/18/2004 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |