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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 | ||||||||
Subscription Right (Right to Buy) - LBRKR (4) | $ 40.36 | 12/31/2014 | G | V | 992,000 | (5) | (6) | Series C Common Stock | 992,000 | $ 0 | 0 | D | |||
Subscription Right (Right to Buy) - LBRKR (4) | $ 40.36 | 12/31/2014 | X | 49,853 (7) | (5) | (6) | Series C Common Stock | 49,853 | $ 0 | 0 | I | By Spouse | |||
Subscription Right (Right to Buy) - LBRKR (4) | $ 40.36 | 12/31/2014 | X | 73,590 | (5) | (6) | Series C Common Stock | 73,590 | $ 0 | 0 | I | John C. Malone June 2003 Charitable Remainder Unitrust | |||
Subscription Right (Right to Buy) - LBRKR (4) | $ 40.36 | (5) | (6) | Series C Common Stock | 393,332 | 393,332 (8) | I | Malone LG 2013 Charitable Remainder Unitrust |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MALONE JOHN C 12300 LIBERTY BLVD. ENGLEWOOD, CO 80112 |
X | X |
/s/ Pamela L. Coe as Attorney-in-Fact for John C. Malone | 01/05/2015 | |
**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) | Includes 166,171 shares acquired in a pro rata distribution by Liberty Media Corporation ("Liberty") on November 4, 2014 in connection with the spin-off of the Issuer (formerly a wholly-owned subsidiary of Liberty) from Liberty (the "spin-off"). The reporting person disclaims beneficial ownership of these shares owned by his spouse. |
(2) | Includes 245,298 shares acquired in a pro rata distribution by Liberty on November 4, 2014 in connection with the spin-off. |
(3) | Consists of 4,617,054 shares acquired in a pro rata distribution by Liberty on November 4, 2014 in connection with the spin-off. |
(4) | The rights offering is subject to termination or extension by the Issuer at any time prior to consummation. |
(5) | The rights offering commenced on December 11, 2014. |
(6) | The rights offering will expire at 5:00 p.m., New York City time, on January 9, 2015 unless extended by the Issuer. |
(7) | The reporting person disclaimed beneficial ownership of these shares owned by his spouse. |
(8) | Consists of 393,332 rights to acquire shares of the Issuer's Series C Common Stock received by the reporting person in a pro rata distribution on December 10, 2014. Such rights were transferred to a charitable remainder trust of which the reporting person is sole trustee and, together with his spouse, retains a unitrust interest in the trust. |