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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 | ||||||||
Exchange Right (Right to Buy) - QRTEB | (3) | 03/10/2022 | A | 229,022 | 03/15/2022 | 09/15/2022 | Series B Common Stock | 229,022 | (3) | 229,022 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MAFFEI GREGORY B 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112 |
X | X | Chairman of the Board |
/s/ Brittany A. Uthoff as Attorney-in-Fact for Gregory B. Maffei | 03/14/2022 | |
**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) | Represents shares of Series A Common Stock to be issued as a result of the certification on March 10, 2022 of the satisfaction of performance criteria established for the performance-based restricted stock units granted to the reporting person on March 10, 2021. This grant was made pursuant to the employment agreement between the reporting person and Liberty Media Corporation effective December 13, 2019 (the "Agreement"). This grant was a portion of the reporting person's Annual Equity Awards (as defined in the Agreement). |
(2) | The number of shares reported as held in the reporting person's 401(k) is based on a statement from the Plan Administrator dated as of February 28, 2022. |
(3) | On June 3, 2021, the Issuer and the reporting person entered into a Stock Exchange Agreement (the "Exchange Agreement"), as previously described in the Issuer's Current Report on Form 8-K filed on June 4, 2021, pursuant to which among other things, the Issuer agreed that on the terms and subject to the conditions of the Exchange Agreement, the reporting person, at his option during the six-month period following the vesting of the performance-based restricted stock unit award (the "PRSU award") granted to the reporting person on March 10, 2021, may transfer to the Issuer the number of shares of Series A Common Stock received by the reporting person upon vesting of such PRSU award in exchange for an equivalent number of newly-issued shares of Series B Common Stock (the "Exchange Right"). The Exchange Agreement, Exchange Right and related exchanges were 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. |