|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 1)*
|
Liberty Media Corporation (Name of Issuer) |
Series A Liberty Live Common Stock, par value $0.01 per share (Title of Class of Securities) |
531229748 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
 Rule 13d-1(c)
|
| Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 531229748 |
| 1 | Names of Reporting Persons
Corvex Management LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,021,144.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13G
|
| CUSIP No. | 531229748 |
| 1 | Names of Reporting Persons
Keith A. Meister | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,021,144.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Liberty Media Corporation | |
| (b) | Address of issuer's principal executive offices:
12300 Liberty Blvd., Englewood, Colorado, 80112 | |
| Item 2. | ||
| (a) | Name of person filing:
(i) Corvex Management LP ("Corvex") and (ii) Keith Meister, in his capacity as the control person of the general partner of Corvex ("Mr. Meister", and together with Corvex, the "Reporting Persons"). | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is 667 Madison Avenue, New York, NY 10065. | |
| (c) | Citizenship:
(i) Corvex is a Delaware limited partnership and (ii) Mr. Meister is a United States citizen. | |
| (d) | Title of class of securities:
Series A Liberty Live Common Stock, par value $0.01 per share | |
| (e) | CUSIP No.:
531229748 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of March 31, 2025, each of the Reporting Persons may have been deemed to have been the beneficial owner of 1,021,144 shares of Series A Liberty Live Common Stock, $0.01 par value per share, of Liberty Media Corporation ("Shares"). | |
| (b) | Percent of class:
Based on the 25,570,416 Shares outstanding as of March 24, 2025, as reported in the Issuer's Proxy Statement filed with the Securities and Exchange Commission on March 28, 2025, the 1,021,144 Shares reported above represent approximately 4.0% of the total number of Shares outstanding. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
As of March 31, 2025, each of the Reporting Persons may have been deemed to have had sole power to vote or to direct the vote of 1,021,144 Shares. | ||
| (ii) Shared power to vote or to direct the vote:
As of March 31, 2025, each of the Reporting Persons may have been deemed to have had shared power to vote or to direct the vote of 0 Shares. | ||
| (iii) Sole power to dispose or to direct the disposition of:
As of March 31, 2025, each of the Reporting Persons may have been deemed to have had sole power to dispose or to direct the disposition of 1,021,144 Shares. | ||
| (iv) Shared power to dispose or to direct the disposition of:
As of March 31, 2025, each of the Reporting Persons may have been deemed to have had shared power to dispose or to direct the disposition of 0 Shares. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class
| ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The limited partners of (or investors in) the private investment funds for which Corvex or its affiliates acts as general partner and/or as investment adviser have the right to participate in the receipt of dividends from, and proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Item 2. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|