-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CPP1MHYzw00RXQZVmBswamIjuQYcu5Gr3EVGbM5EFw24nKaBINB/cuNCPzZxaSgE RBMaTtWAB+bxo9Jn8KvP0A== 0001104659-09-067721.txt : 20091130 0001104659-09-067721.hdr.sgml : 20091130 20091130203237 ACCESSION NUMBER: 0001104659-09-067721 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091125 FILED AS OF DATE: 20091130 DATE AS OF CHANGE: 20091130 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LIBERTY MEDIA CORP CENTRAL INDEX KEY: 0001355096 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 841288730 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12300 LIBERTY BOULEVARD CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 7208755400 MAIL ADDRESS: STREET 1: 12300 LIBERTY BOULEVARD CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: Liberty Media Holding CORP DATE OF NAME CHANGE: 20060303 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROMRELL LARRY E CENTRAL INDEX KEY: 0001120556 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33982 FILM NUMBER: 091213368 MAIL ADDRESS: STREET 1: 900 N SEWARD STREET CITY: HOLLYWOOD STATE: CA ZIP: 90038 4 1 a4.xml 4 X0303 4 2009-11-25 0 0001355096 LIBERTY MEDIA CORP LMDI (1) 0001120556 ROMRELL LARRY E 900 N SEWARD STREET HOLLYWOOD CA 90038 1 0 0 0 Stock Appreciation Right 25.43 2009-11-25 4 J 0 1980 0 D 2013-09-09 Series A Liberty Entertainment Common Stock 1980 220 D Stock Appreciation Right 23.44 2009-11-25 4 J 0 1980 0 D 2014-06-01 Series A Liberty Entertainment Common Stock 1980 220 D Stock Appreciation Right 26.20 2009-11-25 4 J 0 1980 0 D 2015-06-01 Series A Liberty Entertainment Common Stock 1980 220 D Stock Option (right to buy) 25.62 2009-11-25 4 J 0 5400 0 D 2016-05-05 Series A Liberty Entertainment Common Stock 5400 600 D Stock Option (right to buy) 35.73 2009-11-25 4 J 0 4716 0 D 2017-05-10 Series A Liberty Entertainment Common Stock 4716 524 D Stock Option (right to buy) 36.31 2009-11-25 4 J 0 5940 0 D 2014-12-24 Series A Liberty Entertainment Common Stock 5940 660 D Stock Option (right to buy) 26.03 2009-11-25 4 J 0 10440 0 D 2009-12-16 2015-12-16 Series A Liberty Entertainment Common Stock 10440 1160 D Immediately following the Split-Off (as defined below), Liberty Entertainment common stock (LMDI) was redesignated as Liberty Starz common stock (LSTZ). On November 19, 2009, the Issuer completed a partial redemption of Liberty Entertainment common stock (the Split-Off), pursuant to which 0.9 of each share of the Issuer's Liberty Entertainment common stock was redeemed for 0.9 of a share of the corresponding series of the common stock of a newly formed, wholly owned subsidiary of the Issuer, Liberty Entertainment, Inc. (LEI), with 0.1 of each share of Liberty Entertainment common stock remaining outstanding and redesignated as Liberty Starz common stock. Immediately following the Split-Off on November 19, 2009, a business combination transaction (the DTV Business Combination) among the Issuer, LEI, The DIRECTV, Group, Inc. (DIRECTV) , DIRECTV (Holdings) and certain other persons was completed. Pursuant to the DTV Business Combination, (i) John Malone and certain related persons contributed each of their shares of LEI Series B common stock to Holdings for 1.11130 shares of Holdings Class B common stock, (ii) LEI merged with a subsidiary of Holdings and each share of LEI Series A common stock and Series B common stock outstanding at such time was converted into 1.11130 shares of Holdings Class A common stock; and (iii) DIRECTV merged with a subsidiary of Holdings and each share of DIRECTV common stock was converted into one share of Holdings Class A common stock. Pursuant to the Split-Off on November 19, 2009, the number of shares subject to, and the exercise or base price relating to, options to purchase, and stock appreciation rights relating to, shares of Liberty Entertainment common stock held by the Reporting Person were adjusted and converted into an option to purchase, or stock appreciation right relating to, as applicable, shares of the applicable series of LEI common stock and shares of the applicable series of Liberty Starz common stock. Additionally, pursuant to the DTV Business Combination, each LEI stock option and stock appreciation right was converted into an option to purchase, or stock appreciation right relating to, shares of Holdings Class A common stock in accordance with the terms of that transaction. Column 9 reflects the retained options to purchase, or stock appreciation rights relating to, the applicable series of Liberty Starz common stock. The stock option or stock appreciation right is fully vested. /s/ Larry E. Romrell 2009-11-30 -----END PRIVACY-ENHANCED MESSAGE-----