SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Numbers)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Events Which Require Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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(1)  Includes 19,623 shares of Series B Common Stock owned by Hilltop Investments, LLC, which is jointly owned by Mr. Bennett and his wife, Mrs. Deborah Bennett.

 

(2)  Based upon 111,722,828 shares of Series A Common Stock and 9,882,238 shares of Series B Common Stock, in each case, outstanding as of January 11, 2013 based on information provided by the Issuer. Each share of Series B Common Stock is convertible, at the option of the holder, into one share of Series A Common Stock.  Each share of Series A Common Stock is entitled to one vote, whereas each share of Series B Common Stock is entitled to ten votes.  Accordingly, Mr. Bennett may be deemed to beneficially own voting equity securities of the Issuer representing approximately 3.2% of the voting power with respect to the general election of directors of the Issuer.  See Item 5.

 

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

SCHEDULE 13D

(Amendment No.   )

 

Statement of

 

ROBERT R. BENNETT

 

Pursuant to Section 13(d) of the Securities Exchange Act of 1934

 

in respect of

 

LIBERTY MEDIA CORPORATION

(formerly known as Liberty Spinco, Inc.)

 

Item 1.                                                       Security and Issuer.

 

Robert R. Bennett is filing this Statement on a Schedule 13D (the “Statement”) with respect to the following series of common stock of Liberty Media Corporation, a Delaware corporation formerly known as Liberty Spinco, Inc. (the “Issuer”), beneficially owned by Mr. Bennett:

 

(a)                                  Series A common stock, par value $0.01 per share (“Series A Common Stock”); and

 

(b)                                  Series B common stock, par value $0.01 per share (“Series B Common Stock” and, together with the Series A common stock, the “Common Stock”).

 

The Issuer’s executive officers are located at 12300 Liberty Boulevard, Englewood, Colorado 80112.

 

Mr. Bennett is filing this Statement to report his acquisition of beneficial ownership, on January 11, 2013 (the “Distribution Date”), of shares of Series A Common Stock and Series B Common Stock in connection with the spin-off transaction (the “Spin-Off”) completed on the Distribution Date by Starz (formerly known as Liberty Media Corporation) (“Starz”), pursuant to which the Issuer became a separate, publicly traded company.  The Spin-Off was effected through a distribution (the “Distribution”), by means of a dividend in which (i) each holder of a share of Starz’ Series A Liberty Capital common stock (“Old LMCA”) received one share of the Series A Common Stock and (ii) each holder of Starz’ Series B Liberty Capital common stock (“Old LMCB”) received one share of the Series B Common Stock.

 

Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Statement also relates to the shares of Series A Common Stock issuable upon conversion of shares of Series B Common Stock.  At the option of the holder, each share of Series B Common Stock is convertible into one share of Series A Common Stock.  The shares of Series A Common Stock are not convertible.  The holders of Series A Common Stock and Series B Common Stock generally vote together as a single class with respect to all matters voted on by the stockholders of the Issuer.  The holders of Series B Common Stock are entitled to 10 votes per share and the holders of Series A Common Stock are entitled to one vote per share.

 

Item 2.                                                       Identity and Background.

 

The reporting person is Robert R. Bennett, whose business address is c/o Liberty Media Corporation, 12300 Liberty Boulevard, Englewood, CO 80112.  Mr. Bennett is President of Hilltop Investments, LLC and a director of the Issuer.

 

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During the last five years, Mr. Bennett has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors, if any), and has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction resulting in any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Mr. Bennett is a citizen of the United States of America.

 

Item 3.                                                   Source and Amount of Funds.

 

Mr. Bennett acquired beneficial ownership of the shares of Common Stock reported on this Statement on January 11, 2013 pursuant to the Distribution.

 

Item 4.                                                       Purpose of the Transaction.

 

Mr. Bennett acquired beneficial ownership of the shares of Common Stock reported on this Statement on the Distribution Date pursuant to the Distribution.  Mr. Bennett is a member of the board of directors of the Issuer.

 

Mr. Bennett does not have any present plans or proposals which relate to or would result in: (i) any acquisition by any person of additional securities of the Issuer, or any disposition of securities of the Issuer; (ii) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (iii) any sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (iv) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (v) any material change in the present capitalization or dividend policy of the Issuer; (vi) any other material change in the Issuer’s business or corporate structure; (vii) any change in the Issuer’s charter or bylaws or other actions which may impede the acquisition of control of the Issuer by any person; (viii) any delisting from a national securities exchange or any loss of authorization for quotation in an inter-dealer quotation system of a registered national securities association of a class of securities of the Issuer; (ix) any termination of registration pursuant to Section 12(g)(4) of the Exchange Act of a class of equity securities of the Issuer; or (x) any action similar to any of those enumerated above.

 

Notwithstanding the foregoing, Mr. Bennett may determine to change his intentions with respect to the Issuer at any time in the future and may, for example, elect (i) to acquire additional shares of Common Stock in open market or privately negotiated transactions or pursuant to the exercise of stock options or (ii) to dispose of all or a portion of his holdings of shares of Common Stock.  In reaching any determination as to his future course of action, Mr. Bennett will take into consideration various factors, such as the Issuer’s business and prospects, other developments concerning the Issuer, other business opportunities available to Mr. Bennett, estate planning considerations and general economic and stock market conditions, including, but not limited to, the market price of the Common Stock.

 

Item 5.                                                       Interest in Securities of the Issuer.

 

(a)                                 Mr. Bennett beneficially owns (without giving effect to the conversion of shares of Series B Common Stock into shares of Series A Common Stock) (i) 13,964 shares of Series A Common Stock (including (A) 1,895 restricted shares of Series A Common Stock, none of which are vested and (B) 6,877 shares of Series A Common Stock that may be acquired upon exercise of, or which relate to, stock options and stock appreciation rights exercisable within 60 days after January 11, 2013) which represent less than 1% of the outstanding shares of Series A Common Stock; and (ii) 678,015 shares of Series B Common Stock (including 19,623 shares of Series B Common Stock held by Hilltop Investments, LLC) which represent approximately 6.9% of the outstanding shares of Series B Common Stock. The foregoing percentage interests are based on (1) 111,722,828 shares of Series A Common Stock and 9,882,238 shares of Series B Common Stock, in each case, outstanding as of January 11, 2013 based on information provided by the Issuer, and (2) as required by Rule 13d-3 under the Exchange Act, the exercise of all rights to acquire shares of Common Stock held by Mr. Bennett and exercisable within 60 days after January

 

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11, 2013. Accordingly, Mr. Bennett may be deemed to beneficially own voting equity securities of the Issuer representing approximately 3.2% of the voting power with respect to the general election of directors of the Issuer.

 

(b)                                 Mr. Bennett, and, to his knowledge, Hilltop Investments, LLC each have the sole power to vote, or to direct the voting of, their respective shares of Common Stock.

 

(c)                                  Except as described in this Statement, neither Mr. Bennett nor, to his knowledge, Hilltop Investments, LLC has executed any transactions in respect of the Common Stock within the last sixty days.

 

(d)                                 Not Applicable.

 

(e)                                  Not Applicable.

 

Item 6.                                                       Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Not Applicable.

 

Item 7.                                                       Material to be Filed as Exhibits.

 

None.

 

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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.

 

	January 22, 2013
	Date
	/s/ Robert R. Bennett
	Robert R. Bennett

 

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