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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 | ||||||||
Forward purchase contract (obligation to buy) | (1) (2) | 09/19/2011 | J/K(1)(2) | 1,500,000 | 11/18/2011 | 11/18/2011 | Common Stock | 1,500,000 | $ 0 | 1,500,000 | I | Through Wholly Owned Subsidiary |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LIBERTY MEDIA CORP 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112 |
X |
LIBERTY MEDIA CORPORATION By: /S/ Craig Troyer Vice President | 09/21/2009 | |
**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 19, 2011, a wholly owned subsidiary of the reporting person entered into a forward purchase contract with an unaffiliated counterparty covering 1,500,000 shares of the issuer's common stock. The contract provides that the reporting person may elect either physical or cash settlement on the expiration date of the contract, which is November 18, 2011. If physical settlement is elected, the counterparty will be obligated to deliver to the reporting person on the settlement date 1,500,000 shares against payment by the reporting person of $30.5560 per share, plus an interest factor equal to the counterparty's internal funding rate plus 50 basis points (the "forward price"). |
(2) | If cash settlement is elected, (i) if the cash settlement price (which will be based on the price at which the counterparty unwinds its hedge) exceeds the forward price, then the counterparty will be obligated to pay the difference to the reporting person, and (ii) if the cash settlement price is less than the forward price, then the reporting person will be obligated to pay the difference to the counterparty. |