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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 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 - LMCA (Right to Buy) (6) | $ 23.88 (7) | 12/02/2014 | M | 4,131 (7) | (8) | 12/16/2015 | Series A Common Stock | 4,131 (7) | $ 0 | 0 | D | ||||
| Stock Option - LMCA (Right to Buy) (6) | $ 23.88 (9) | 12/02/2014 | M | 7,632 (9) | (8) | 12/17/2016 | Series A Common Stock | 7,632 (9) | $ 0 | 0 | D | ||||
| Stock Option - LMCK (Right to Buy) | $ 23.55 (10) | 12/02/2014 | M | 8,347 (10) | (8) | 12/16/2015 | Series C Common Stock | 8,347 (10) | $ 0 | 0 | D | ||||
| Stock Option - LMCK (Right to Buy) | $ 23.55 (10) | 12/02/2014 | M | 15,422 (10) | (8) | 12/17/2016 | Series C Common Stock | 15,422 (10) | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ROSENTHALER ALBERT E 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112 |
Senior Vice President | |||
| /s/ Pamela L. Coe as Attorney-in-Fact for Albert E. Rosenthaler | 12/04/2014 | |
| **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 price is a weighted average price. These shares were sold in multiple transactions ranging from $36.501 to $36.522, inclusive. The reporting person undertakes to provide to the Securities and Exchange Commission, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range. |
| (2) | On May 7, 2014, the Issuer's board of directors declared a stock dividend, payable to all holders of record as of 5:00 p.m. New York City time on July 7, 2014, of two shares of Series C Common Stock for each outstanding share of Series A Common Stock or Series B Common Stock (the "Transaction"). As a result of the Transaction, the reporting person received 133,248 shares of Series C Common Stock. |
| (3) | The price is a weighted average price. These shares were sold in multiple transactions ranging from $36.1600 to $36.2070, inclusive. The reporting person undertakes to provide to the Securities and Exchange Commission, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range. |
| (4) | The number of shares reported as held in the reporting person's 401(k) is based on a statement from the Plan Administrator dated as of November 30, 2014. |
| (5) | The number of shares reported as held in the reporting person's 401(k) is based on a statement from the Plan Administrator dated as of November 30, 2014, which also reflects the reporting person's holdings following the Transaction. |
| (6) | On January 11, 2013, Starz, the Issuer's former parent company, completed the spin-off of the Issuer (the "LMC spin-off"), which was effected by the distribution to each holder of Starz common stock of shares of the Issuer's common stock. In connection with the completion of the LMC spin-off, all equity awards held by the reporting person with respect to Starz' common stock (each an "Original Starz Award") were adjusted pursuant to the anti-dilution provisions of the incentive plans under which the equity awards were granted, such that the reporting person received (i) an adjustment to the exercise price or base price, as applicable, and number of shares relating to the Original Starz Award and (ii) an equity award relating to shares of the corresponding series of the Issuer's common stock. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended ("Rule 16b-3"). |
| (7) | This stock option was granted as a result of the adjustments to the Original Starz Awards described in footnote 6. The number of shares relating to this option was adjusted as a result of the LBC spin-off (as described in the Remarks section), and the exercise price was adjusted as a result of the Transaction and the LBC spin-off, in each case pursuant to the anti-dilution provisions of the incentive plans under which such option was granted. In connection with the Transaction, all equity awards held by the reporting person with respect to Series A and Series B Common Stock (each an "Original Award") were adjusted such that the reporting person received (i) an adjustment to the exercise price or base price, as applicable, of the Original Award and (ii) an equity award relating to shares of Series C Common Stock. With respect to the LBC spin-off, the adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3. |
| (8) | The derivative security is fully vested. |
| (9) | This stock option was granted as a result of the adjustments to the Original Starz Awards described in footnote 6. The number of shares relating to this option was adjusted as a result of the LBC spin-off (as described in the Remarks section), and the exercise price was adjusted as a result of the Transaction and the LBC spin-off, in each case pursuant to the anti-dilution provisions of the incentive plans under which such option was granted. In connection with the Transaction, all equity awards held by the reporting person with respect to an Original Award were adjusted as described in footnote 7. With respect to the LBC spin-off, the adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3. |
| (10) | In connection with the completion of the Transaction and the LBC spin-off (as described in the Remarks section), all equity awards held by the reporting person with respect to the Issuer's common stock were adjusted pursuant to the anti-dilution provisions of the incentive plans under which the equity awards were granted. In connection with the Transaction, all equity awards held by the reporting person with respect to an Original Award were adjusted as described in footnote 7. With respect to the LBC spin-off, the adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3. |
| Remarks: On November 4, 2014, the Issuer completed the spin-off (the "LBC spin-off") of its former wholly-owned subsidiary, Liberty Broadband Corporation ("LBC"), which was effected by the distribution to each holder of its common stock of shares of the corresponding series of LBC's common stock. In connection with the completion of the LBC spin-off, all equity awards held by the reporting person with respect to the Issuer's common stock (each a "Pre-LBC Spin Award") were adjusted pursuant to the anti-dilution provisions of the incentive plans under which the equity awards were granted, such that the reporting person received (i) an adjustment to the exercise price or base price, as applicable, and number of shares relating to the Pre-LBC Spin Award and (ii) an equity award relating to shares of the corresponding series of LBC's common stock. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3. | |