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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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 | ||||||||
| Stock Option A (right to buy) | $ 14.91 | 06/07/2013 | D | 5,000 | (4) | 06/17/2019 | Series A Common Stock | 5,000 | $ 0 | 0 | D | ||||
| Stock Option A (right to buy) | $ 17.54 | 06/07/2013 | D | 586 | (4) | 06/01/2014 | Series A Common Stock | 586 | $ 0 | 0 | D | ||||
| Stock Option A (right to buy) | $ 22.19 | 06/07/2013 | D | 10,000 | (4) | 06/22/2016 | Series A Common Stock | 10,000 | $ 0 | 0 | D | ||||
| Stock Option A (right to buy) | $ 23.21 | 06/07/2013 | D | 10,000 | (4) | 06/15/2015 | Series A Common Stock | 10,000 | $ 0 | 0 | D | ||||
| Stock Option A (right to buy) | $ 26.76 | 06/07/2013 | D | 1,406 | (4) | 06/17/2020 | Series A Common Stock | 1,406 | $ 0 | 0 | D | ||||
| Stock Option A (right to buy) | $ 33 | 06/07/2013 | D | 5,000 | (4) | 06/12/2018 | Series A Common Stock | 5,000 | $ 0 | 0 | D | ||||
| Stock Option A (right to buy) | $ 39.71 | 06/07/2013 | D | 10,000 | (4) | 06/19/2017 | Series A Common Stock | 10,000 | $ 0 | 0 | D | ||||
| Stock Option A (right to buy) | $ 41.85 | 06/07/2013 | D | 996 | (5) | 06/21/2021 | Series A Common Stock | 996 | $ 0 | 0 | D | ||||
| Stock Option A (right to buy) | $ 48.5 | 06/07/2013 | D | 1,895 | (6) | 06/19/2022 | Series A Common Stock | 1,895 | $ 0 | 0 | D | ||||
| Stock Option C (right to buy) | $ 14.82 | 06/07/2013 | D | 5,000 | (4) | 06/17/2019 | Series C Common Stock | 5,000 | $ 0 | 0 | D | ||||
| Stock Option C (right to buy) | $ 16.61 | 06/07/2013 | D | 586 | (4) | 06/01/2014 | Series C Common Stock | 586 | $ 0 | 0 | D | ||||
| Stock Option C (right to buy) | $ 21.58 | 06/07/2013 | D | 10,000 | (4) | 06/22/2016 | Series C Common Stock | 10,000 | $ 0 | 0 | D | ||||
| Stock Option C (right to buy) | $ 21.98 | 06/07/2013 | D | 10,000 | (4) | 06/15/2015 | Series C Common Stock | 10,000 | $ 0 | 0 | D | ||||
| Stock Option C (right to buy) | $ 26.79 | 06/07/2013 | D | 1,405 | (4) | 06/17/2020 | Series C Common Stock | 1,405 | $ 0 | 0 | D | ||||
| Stock Option C (right to buy) | $ 31.4 | 06/07/2013 | D | 5,000 | (4) | 06/12/2018 | Series C Common Stock | 5,000 | $ 0 | 0 | D | ||||
| Stock Option C (right to buy) | $ 37.51 | 06/07/2013 | D | 10,000 | (4) | 06/19/2017 | Series C Common Stock | 10,000 | $ 0 | 0 | D | ||||
| Stock Option C (right to buy) | $ 40.2 | 06/07/2013 | D | 1,036 | (5) | 06/21/2021 | Series C Common Stock | 1,036 | $ 0 | 0 | D | ||||
| Stock Option C (right to buy) | $ 46.9 | 06/07/2013 | D | 1,960 | (6) | 06/19/2022 | Series C Common Stock | 1,960 | $ 0 | 0 | D | ||||
| Series A Stock Fund Units | (7) | 06/07/2013 | D | 3,449 | (7) | (7) | Series A Common Stock | 3,449 | $ 0 | 0 | D | ||||
| Series C Stock Fund Units | (7) | 06/07/2013 | D | 3,442 | (7) | (7) | Series C Common Stock | 3,442 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GOULD PAUL A 12300 LIBERTY BLVD. ENGLEWOOD, CO 80112 |
X | |||
| Michelle L. Keist, attorney-in-fact | 06/07/2013 | |
| **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 2,000 shares that the Reporting Person elected to defer receipt of in accordance with the Liberty Global, Inc. Nonemployee Director Deferred Compensation Plan (the Plan). |
| (2) | Disposed of in exchange for shares of a new parent company, Liberty Global plc, upon consummation of the combination of the Liberty Global, Inc. and Virgin Media Inc. under Liberty Global plc pursuant to that certain agreement and plan of merger dated as of February 5, 2013, as amended, at an exchange rate of one ordinary share of the corresponding class of Liberty Global plc ordinary shares for each share of Liberty Global, Inc. Series A, Series B and Series C common stock. |
| (3) | Includes 2,045 shares that the Reporting Person elected to defer receipt of in accordance with the Plan. |
| (4) | The option was assumed by Liberty Global plc and is immediately exercisable. |
| (5) | The option was assumed by Liberty Global plc and vests in three equal annual installments commencing on the date of the Issuer's 2011 annual meeting of stockholders. |
| (6) | The option was assumed by Liberty Global plc and vests in three equal annual installments commencing on the date of the Issuer's 2012 annual meeting of stockholders. |
| (7) | The stock fund units were assumed by Liberty Global plc and as a result each stock fund unit represents the economic equivalent of one share of the corresponding class of Liberty Global plc ordinary shares. The stock fund units confer no voting or other rights of stock ownership. The stock fund units will be payable, in shares of the corresponding class of Liberty Global plc ordinary shares, in accordance with the Plan. |
| Remarks: The trading symbols for the Liberty Global, Inc.'s Series A, Series B and Series C ordinary shares are, respectively, LBTYA, LBTYB and LBTYK. The disposition of the referenced securities of Liberty Global Inc. by the Reporting Person was made as a result of the business combination of Liberty Global, Inc. and Virgin Media Inc. with wholly-owned subsidiaries of the Liberty Global plc, which mergers were consummated on June 7, 2013, prior to the filing date for the Current Report on Form 8-K filed by the Liberty Global, Inc. reporting such mergers. The disposition of all such securities by the Reporting Person was approved and exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934. | |