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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Call option (obligation to sell) | $ 129.0108 | 09/12/2019 | S/K(1) | 1,000,000 | (1)(2) | (1)(2) | Series C Common Stock | 1,000,000 | (1) (2) (3) | 1,000,000 | D | ||||
Put option (right to sell) | $ 94.3981 | 09/12/2019 | P/K(1) | 1,000,000 | (1)(2) | (1)(2) | Series C Common Stock | 1,000,000 | (1) (2) (3) | 1,000,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MALONE JOHN C 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112 |
X | X |
/s/ Craig Troyer as Attorney-in-Fact for John C. Malone | 09/16/2019 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On September 12, 2019, the reporting person entered into a "zero-cost collar" arrangement (the "Transaction") pursuant to which he wrote European call options and purchased European put options over an aggregate of 1,000,000 Class C common shares. Only one of the options can be in the money on the expiration date, at which time the in-the-money options will be exercised, and the other options will expire. If neither the put options nor the call options are the money on the expiration date, both the put and call options will expire. The Transaction will be settled in cash unless the reporting person elects physical settlement. |
(2) | The Transaction is divided into 15 components, each of the first 5 of which are with respect to 66,000 shares of Series C common stock and each of the next 10 of which are with respect to 67,000 shares of Series C common stock. The components mature on sequential trading days over the period beginning on August 18, 2026 and ending on September 8, 2026. |
(3) | The Transaction is a "zero-cost collar" in which no premium was exchanged for either the call options or the put options. |