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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) | $ 35.78 | 06/07/2013 | D | 27,323 | (4) | 12/16/2020 | Series A Common Stock | 27,323 | $ 0 | 0 | D | ||||
| Stock Option A (right to buy) | $ 46.5 | 06/07/2013 | D | 22,141 | (5) | 05/01/2021 | Series A Common Stock | 22,141 | $ 0 | 0 | D | ||||
| Stock Option A (right to buy) | $ 49.99 | 06/07/2013 | D | 24,104 | (6) | 05/01/2022 | Series A Common Stock | 24,104 | $ 0 | 0 | D | ||||
| Stock Option A (right to buy) | $ 74.08 | 06/07/2013 | D | 18,194 | (7) | 05/01/2023 | Series A Common Stock | 18,194 | $ 0 | 0 | D | ||||
| Stock Option C (right to buy) | $ 33.93 | 06/07/2013 | D | 28,819 | (4) | 12/16/2020 | Series C Common Stock | 28,819 | $ 0 | 0 | D | ||||
| Stock Option C (right to buy) | $ 44.39 | 06/07/2013 | D | 23,194 | (5) | 05/01/2021 | Series C Common Stock | 23,194 | $ 0 | 0 | D | ||||
| Stock Option C (right to buy) | $ 48.2 | 06/07/2013 | D | 24,999 | (6) | 05/01/2022 | Series C Common Stock | 24,999 | $ 0 | 0 | D | ||||
| Stock Option C (right to buy) | $ 68.82 | 06/07/2013 | D | 19,584 | (7) | 05/01/2023 | Series C Common Stock | 19,584 | $ 0 | 0 | D | ||||
| Forward sale contract (obligation to sell) | (8) | 06/07/2013 | D | 1 | (8) | (8) | Series C Common Stock | 1,100,000 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MALONE JOHN C 12300 LIBERTY BLVD. ENGLEWOOD, CO 80112 |
X | X | Chairman of the Board | |
| 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) | 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. |
| (2) | The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
| (3) | The Reporting Person and his spouse transferred their Series B common stock to a charitable remainder unitrust of which the Reporting Person is sole trustee and, together with his spouse, retain a unitrust interest in the trust. |
| (4) | The option was assumed by Liberty Global plc and vests in three equal annual installments commencing on December 16, 2011. |
| (5) | The option was assumed by Liberty Global plc and vests in three equal annual installments commencing on May 1, 2012. |
| (6) | The option was assumed by Liberty Global plc and vests in three equal annual installments commencing on May 1, 2013. |
| (7) | The option was assumed by Liberty Global plc and vests in three equal annual installments commencing on May 1, 2014. |
| (8) | The Reporting Person entered into a long-dated post-paid variable forward sale contract with an unaffiliated counterparty relating to a maximum of 1,100,000 shares of Liberty Global Inc.'s Series C common stock, divided into 20 equal components that mature on sequential trading days over the period beginning on August 17, 2017 and ending on September 14, 2017. |
| 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. | |