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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MALONE JOHN C 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112 |
X | |||
| /s/ Brittany A. Uthoff as Attorney-in-Fact for John C. Malone | 06/07/2021 | |
| **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) | Pursuant to (i) the Call Agreement and (ii) the Stock Exchange Agreement (each as defined and further described in the Remarks section), the Malone Trusts (as defined in the Remarks section) transferred 27,196,985 shares of Series B Common Stock to the Issuer in exchange for 29,916,682 shares of Series A Common Stock. Under the terms of the Call Agreement, the aggregate call price converts into an equivalent ratio of 1.1 shares of Series A Common Stock for each share of Series B Common Stock with the aggregate number of shares of Series A Common Stock issued to each of the Malone Trusts rounded down to the nearest whole share. This exchange was approved by a committee of the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. |
| (2) | Includes 3,756 shares of Series A Common Stock previously reported as held indirectly by a 401(k) savings plan for the benefit of the reporting person that were distributed to the reporting person and are now owned directly. |
| (3) | Each share of Series B Common Stock is convertible, at the holder's election, into one share of Series A Common Stock, at any time for no consideration other than the surrender of the share of Series B Common Stock for each share of Series A Common Stock. |
| (4) | Includes 376,260 shares of Series A Common Stock held by the Leslie A. Malone 1995 Revocable Trust that were previously reported as indirectly held by the reporting person's spouse. The reporting person disclaims beneficial ownership of these shares. |
| (5) | Consists of shares of Series B Common Stock held by the Leslie A. Malone 1995 Revocable Trust that were previously reported as indirectly held by the reporting person's spouse. The reporting person disclaims beneficial ownership of these shares. |
| Remarks: The Call Agreement, dated February 9, 1998, among the Issuer, as successor-in-interest to the assignee of Tele-Communications, Inc., the reporting person and his spouse (the "Call Agreement"), provided the Issuer with the right to acquire all, but not less than all, of the Series B Common Stock of the Issuer beneficially owned by the reporting person, his spouse and certain trusts for the benefit of each of them (the "Malone Trusts"), among others, at a per share price equal to the lower of (x) the $14.00 per share price stated in the offer delivered to the reporting person by Mr. Gregory B. Maffei on May 18, 2021 (the "Offer") or (y) 110% of the average closing prices of a share of Series A Common Stock of the Issuer for the 30 consecutive trading days ending on May 17, 2021 (with the price calculated pursuant to clause (y) equal to $13.62 per share (the "Call Price")) (the "Call Right"). On May 18, 2021, the reporting person provided written notice to the Issuer of his desire to accept the Offer, subject to certain conditions, and on June 2, 2021, the Issuer delivered written notice to the reporting person to exercise the Call Right and to pay the per share Call Price required by the Call Agreement in shares of Series A Common Stock of the Issuer. On June 3, 2021, the Issuer, the reporting person, his spouse and the Malone Trusts, among others, entered into a Stock Exchange Agreement (the "Stock Exchange Agreement") to effect the closing of the Call Right exercise. Exhibit 24: Power of Attorney. | |