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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) | $ 17.12 | 06/07/2013 | D | 2,808 | (2) | 01/07/2020 | Common Stock | 2,808 | $ 0 (2) | 0 | D | ||||
Stock Option (Right to Buy) | $ 23.33 | 06/07/2013 | D | 16,250 | (3) | 03/14/2014 | Common Stock | 16,250 | $ 0 (3) | 0 | D | ||||
Stock Option (Right to Buy) | $ 25.54 | 06/07/2013 | D | 16,612 | (3) | 04/27/2015 | Common Stock | 16,612 | $ 0 (3) | 0 | D | ||||
Stock Option (Right to Buy) | $ 24.74 | 06/07/2013 | D | 21,055 | (3) | 07/05/2016 | Common Stock | 21,055 | $ 0 (3) | 0 | D | ||||
Stock Option (Right to Buy) | $ 24.36 | 06/07/2013 | D | 24,425 | (3) | 05/15/2017 | Common Stock | 24,425 | $ 0 (3) | 0 | D | ||||
Stock Option (Right to Buy) | $ 12.51 | 06/07/2013 | D | 18,692 | (3) | 04/13/2018 | Common Stock | 18,692 | $ 0 (3) | 0 | D | ||||
Stock Option (Right to Buy) | $ 8.73 | 06/07/2013 | D | 17,690 | (4) | 07/11/2019 | Common Stock | 17,690 | $ 0 (4) | 0 | D | ||||
Stock Option (Right to Buy) | $ 17.16 | 06/07/2013 | D | 14,596 | (5) | 01/06/2020 | Common Stock | 14,596 | $ 0 (5) | 0 | D | ||||
Stock Option (Right to Buy) | $ 25.31 | 06/07/2013 | D | 12,845 | (6) | 01/27/2021 | Common Stock | 12,845 | $ 0 (6) | 0 | D | ||||
Stock Option (Right to Buy) | $ 24.34 | 06/07/2013 | D | 13,243 | (7) | 01/25/2022 | Common Stock | 13,243 | $ 0 (7) | 0 | D | ||||
Stock Option (Right to Buy) | $ 39.39 | 06/07/2013 | D | 8,220 | (8) | 01/23/2023 | Common Stock | 8,220 | $ 0 (8) | 0 | D | ||||
Sharesave Option (Right to Buy) | (9) | 06/07/2013 | D | 437 | (9) | 04/30/2015 | Common Stock | 437 | $ 0 (9) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GALE ROBERT C/O VIRGIN MEDIA INC. 65 BLEECKER STREET, 6TH FLOOR NEW YORK, NY 10012 |
VICE PRESIDENT, CONTROLLER |
/s/ Robert Gale | 06/12/2013 | |
**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 ("LG plc"), upon consummation of the combination of Virgin Media Inc. ("Virgin Media") and Liberty Global Inc. under LG plc (the "Merger") pursuant to that certain agreement and plan of merger dated as of February 5, 2013, as amended, at an exchange rate of one share of common stock of Virgin Media for 0.2582 of a Class A LG plc ordinary share and 0.1928 of a Class C LG plc ordinary share and $17.50 in cash. |
(2) | This option, a portion of which was fully exercisable prior to the Merger and 24 shares of which will vest on January 1, 2015, was granted under Virgin Media's UK tax-qualified Company Share Option Plan ("CSOP"), 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. The exercise price of the converted options was adjusted accordingly. |
(3) | 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 the converted options was adjusted accordingly. |
(4) | The option, a portion of which was vested and exercisable prior to the Merger and a portion of which was subject to accelerated vesting in connection the Merger, 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 the converted options was adjusted accordingly. |
(5) | The option, a portion of which was vested and exercisable prior to the Merger and for which 3,476 shares will vest on January 1 of 2014 and 2015, 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 the converted options was adjusted accordingly. Vesting and settlement of such converted awards will accelerate if the Reporting Person is subject to an involuntary termination of employment (as described in the Merger Agreement) on or prior to December 31, 2014. |
(6) | The option, 40% of which was vested and exercisable prior to the Merger and for which 20% will vest on January 1, 2014 and each January 1 thereafter until fully vested, 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 the converted options was adjusted accordingly. Vesting and settlement of such converted awards will accelerate if the Reporting Person is subject to an involuntary termination of employment (as described in the Merger Agreement) on or prior to December 31, 2014. |
(7) | This option, which was exercisable as to 20% of the shares on January 1, 2013 and will be exercisable as to an additional 20% on each January 1 thereafter until fully vested, 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 the converted options was adjusted accordingly. Vesting and settlement of such converted awards will accelerate if the Reporting Person is subject to an involuntary termination of employment (as described in the Merger Agreement) on or prior to December 31, 2014. |
(8) | This option, which will be exercisable in five equal installments beginning on January 1, 2014 and each January 1 thereafter until fully vested, 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 the converted option was adjusted accordingly. |
(9) | This option was granted under the Virgin Media Sharesave Plan and exchanged upon the Merger for an option, in respect of 0.4123 of a Class A LG plc ordinary share and 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 the shares was also adjusted accordingly. The option under the Sharesave Plan matures and is exercisable beginning in November 2014. |
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. |