SEC FORM 4

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)

12300 LIBERTY BOULEVARD

(Street)

ENGLEWOOD

80112

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Liberty Global, Inc. [ 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)
10/07/2005

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A common stock	10/07/2005		M		55,491	A	$6.84	123,121	D
Series A common stock	10/07/2005		F		17,226⁽³⁾	D	$26.1	105,895	D
Series A common stock	10/07/2005		D⁽³⁾		32,316⁽³⁾	D	$0⁽³⁾	73,579	D
Series A common stock	10/07/2005		M		55,491	A	$10.9	129,070	D
Series A common stock	10/07/2005		F		33,827	D	$26.1	95,243	D
Series C common stock	10/07/2005		M		55,491	A	$6.48	123,121	D
Series C common stock	10/07/2005		F		17,821⁽⁴⁾	D	$25.08	105,300	D
Series C common stock	10/07/2005		D⁽⁴⁾		32,678⁽⁴⁾	D	$0⁽⁴⁾	72,622	D
Series C common stock	10/07/2005		M		55,491	A	$10.31	128,113	D
Series C common stock	10/07/2005		F		36,237	D	$25.08	91,876	D
Series C common stock								2,185⁽⁵⁾	I	By 401(k) Plan
Series A common stock								1,977	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Rights	$6.84⁽¹⁾	10/07/2005		M			55,491	⁽²⁾	10/01/2013	Series A Common	55,491	$0	166,474	D
Stock Appreciation Rights	$10.9⁽¹⁾	10/07/2005		M			55,491	⁽²⁾	10/01/2013	Series A Common	55,491	$0	166,474	D
Stock Appreciation Rights	$6.48⁽¹⁾	10/07/2005		M			55,491	⁽²⁾	10/01/2013	Series C Common	55,491	$0	166,474	D
Stock Appreciation Rights	$10.31⁽¹⁾	10/07/2005		M			55,491	⁽²⁾	10/01/2013	Series C Common	55,491	$0	166,474	D

Explanation of Responses:

1. On September 6, 2005, the Issuer distributed shares of its Series C common stock as a dividend at a rate of one share of Series C common stock for every share of Issuer's common stock outstanding as of August 26, 2005. As a result, the Reporting Person's SAR grants were adjusted for the dividend by adjusting the exercise price of the original SAR grant between a SAR grant based on Series A common stock and a SAR grant based on Series C common stock.

2. The SAR vests in four equal annual installments commencing on October 1, 2005.

3. Per the terms of the SAR, Reporting Person was entitled to receive, upon exercise of the SAR, stock equal to the excess of (x) the lesser of $10.90 or the fair market value of the Series A common stock on date of exercise, over (y) the exercise price of the grant, less applicable withholding taxes. Fair market value of Series A common stock on date of exercise of the SAR by Reporting Person was $26.10. Accordingly, of the 55,491 shares of Series A common stock underlying the SAR, 5,949 shares of Series A common stock were issued to Reporting Person representing the net proceeds from exercise of the SAR, 17,226 shares of the Series A common stock were withheld and never issued by Issuer as payment of the exercise price and tax withholding, and 32,316 shares of Series A common stock were withheld and never issued by Issuer as a result of the difference between the cap of $10.90 and $26.10, which was the fair market value of the Series A common stock on the exercise date.

4. (4) Per the terms of the SAR, Reporting Person was entitled to receive, upon exercise of the SAR, stock equal to the excess of (x) the lesser of $10.31 or the fair market value of the Series C common stock on date of exercise, over (y) the exercise price of the grant, less applicable withholding taxes. Fair market value of Series C common stock on date of exercise of the SAR by Reporting Person was $25.08. Accordingly, of the 55,491 shares of Series C common stock underlying the SAR, 4,992 shares of Series C common stock were issued to Reporting Person representing the net proceeds from exercise of the SAR, 17,821 shares of the Series C common stock were withheld and never issued by Issuer as payment of the exercise price and tax withholding, and 32,678 shares Series C common stock were withheld and never issued by Issuer as a result of the difference between the cap of $10.31 and $25.08, which was the fair market value of the Series C common stock on the exercise date.

5. On September 30, 2005, the Reporting Person acquired 209 shares of Issuer's Series C common stock as a result of contributions by Issuer under a 401(k) plan.

Remarks:

The trading symbols for Issuer's Series A, Series B and Series C common stock are LBTYA, LBTYB and LBTYK, respectively.

	Michael T. Fries	10/10/2005
	** 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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