SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Saban Haim

(Last) (First) (Middle)
C/O DIRECTV
2230 EAST IMPERIAL HIGHWAY

(Street)
EL SEGUNDO CA 90245

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/19/2009
3. Issuer Name and Ticker or Trading Symbol
DIRECTV [ DTV ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 9,660(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Stock Unit (2) (2) Class A Common Stock 11,960(2) (3) D
Restricted Stock Units (4) (4) Class A Common Stock 11,282(4) (5) D
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger, dated as of May 3, 2009 as amended, by and among The DIRECTV Group, Inc. ("DIRECTV Group"), Liberty Media Corporation, Liberty Entertainment, Inc. ("LEI"), DIRECTV, DTVG One, Inc. and DTVG Two, Inc., the holders of outstanding shares of DIRECTV Group common stock (other than direct or indirect subsidiaries of LEI) received one share of DIRECTV Class A common stock for each share of DIRECTV Group common stock held.
2. The deferred stock units confer no voting rights and may not be sold, but automatically settle for an equivalent number of shares of DIRECTV Class A common stock of the Issuer to be distributed to the Reporting Person as follows: 3,930 shares payable in five equal annual installments and 8,030 shares payable in one lump sum beginning in January of the calendar year after the Reporting Person ceases to be a member of the Board of Directors.
3. Pursuant to the Merger Agreement, each outstanding deferred stock unit with respect to shares of DIRECTV Group common stock was converted into a deferred stock unit with respect to the same number of shares of DIRECTV Class A common stock on the same terms and conditions (including applicable vesting requirements, any accelerated vesting thereof and deferral provisions) as applied to each such DIRECTV Group deferred stock unit immediately prior to the effective time of the mergers.
4. Restricted stock units issued under The DIRECTV Group, Inc. Plan for Non-Employee Directors. These restricted stock units are payable in cash at the time the Reporting Person ceases to be a member of the Board of Directors.
5. Pursuant to the Merger Agreement, each outstanding restricted stock unit with respect to shares of DIRECTV Group common stock was converted into a restricted stock unit with respect to the number of shares of DIRECTV Class A common stock on the same terms and conditions (including applicable vesting requirements, any accelerated vesting thereof and deferral provisions) as applied to each such DIRECTV Group restricted stock unit immediately prior to the effective time of the mergers.
Remarks:
Jan Williamson, Attorney-in-Fact 11/25/2009
** 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 5 (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.
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