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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 (right to Buy) | $ 29.06 | 06/07/2013 | D | 156,250 | (1) | 09/13/2017 | Common Stock | 156,250 | $ 0 (1) | 0 | D | ||||
Stock Option (Right To Buy) | $ 8.67 | 06/07/2013 | D | 62,500 | (1) | 06/09/2019 | Common Stock | 62,500 | $ 0 (1) | 0 | D | ||||
Stock Option (Right To Buy) | $ 8.6 | 06/07/2013 | D | 14,725 | (1) | 06/14/2019 | Common Stock | 14,725 | $ 0 (1) | 0 | D | ||||
Stock Option (Right To Buy) | $ 15.93 | 06/07/2013 | D | 62,500 | (1) | 06/08/2020 | Common Stock | 62,500 | $ 0 (1) | 0 | D | ||||
Stock Option (Right To Buy) | $ 23.14 | 06/07/2013 | D | 40,000 | (1) | 10/03/2021 | Common Stock | 40,000 | $ 0 (1) | 0 | D | ||||
Stock Option (Right To Buy) | $ 23.24 | 06/07/2013 | D | 40,000 | (2) | 06/11/2022 | Common Stock | 40,000 | $ 0 (2) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MCCALLUM GORDON D C/O VIRGIN MEDIA INC. 65 BLEECKER STREET, 6TH FLOOR NEW YORK, NY 10012 |
X |
/s/ Gordon D. McCallum | 06/11/2013 | |
**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) | The option had become fully exercisable prior to the Merger and was exchanged upon the Merger for two options, the first exercisable for 0.4123 of a Class A LG plc ordinary share and the second exercisable for 0.3077 of a Class C LG plc ordinary share, in each case multiplied by the number of Virgin Media shares of common stock for which the Virgin Media option was exercisable. The exercise price of such converted options was adjusted accordingly. |
(2) | The option vested and became fully exercisable upon the Merger and was exchanged for two options, the first exercisable for 0.4123 of a Class A LG plc ordinary share and the second exercisable for 0.3077 of a Class C LG plc ordinary share, in each case multiplied by the number of Virgin Media shares of common stock for which the Virgin Media option was exercisable. The exercise price of such converted options was adjusted accordingly. |
Remarks: The disposition of the referenced securities of Virgin Media, Inc. by the Reporting Person was made as a result of the business combination of Virgin Media Inc. and Liberty Global, Inc. with wholly-owned subsidiaries of LG plc, which mergers were consummated on June 7, 2013, prior to the filing date for the Current Report on Form 8-K to be filed by Virgin Media Inc. reporting such mergers. The disposition of all such securities by the Reporting Person was approved and exempted pursuant to the Rule 16b-3 under the Securities Exchange Act. |