SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
MAFFEI GREGORY B

(Last) (First) (Middle)
12300 LIBERTY BOULEVARD

(Street)
ENGLEWOOD CO 80112

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Liberty Media Corp [ LSXMA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President, CEO
3. Date of Earliest Transaction (Month/Day/Year)
08/03/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Series A Liberty Formula One Common Stock 08/03/2023 J(1) V 386,719 A $0(1) 386,719 D
Series A Liberty Formula One Common Stock 08/03/2023 J(1) V 386,719 D $0(1) 0.0000 D
Series A Liberty Live Common Stock 08/03/2023 J(1) V 282,578 A $0(1) 282,578 D
Series A Liberty SiriusXM Common Stock 08/03/2023 J(1) V 1,064,111 A $0(1) 1,064,111 D
Series A Liberty SiriusXM Common Stock 08/03/2023 J(1) V 1,064,111(2) D $0(1) 0.0000 D
Series B Liberty Formula One Common Stock(3) 08/03/2023 J(1) V 9,172 A $0(1) 9,172 D
Series B Liberty Formula One Common Stock(3) 08/03/2023 J(1) V 9,172 D $0(1) 0.0000 D
Series B Liberty Live Common Stock(4) 08/03/2023 J(1) V 9,564 A $0(1) 9,564 D
Series B Liberty SiriusXM Common Stock(5) 08/03/2023 J(1) V 36,690 A $0(1) 36,690 D
Series B Liberty SiriusXM Common Stock(5) 08/03/2023 J(1) V 36,690 D $0(1) 0.0000 D
Series C Liberty Formula One Common Stock 08/03/2023 J(1) V 936,606 A $0(1) 936,606 D
Series C Liberty Formula One Common Stock 08/03/2023 J(1) V 936,606 D $0(1) 0.0000 D
Series C Liberty Live Common Stock 08/03/2023 J(1) V 1,091,035 A $0(1) 1,091,035 D
Series C Liberty SiriusXM Common Stock 08/03/2023 J(1) V 4,203,799 A $0(1) 4,203,799 D
Series C Liberty SiriusXM Common Stock 08/03/2023 J(1) V 4,203,799 D $0(1) 0.0000 D
Series A Liberty Live Common Stock 08/03/2023 J(1) V 110,692 A $0(1) 110,692 I Maven 2017 - 2 GRAT
Series A Liberty SiriusXM Common Stock 08/03/2023 J(1) V 442,769 A $0(1) 442,769 I Maven 2017 - 2 GRAT
Series A Liberty SiriusXM Common Stock 08/03/2023 J(1) V 442,769(2) D $0(1) 0.0000 I Maven 2017 - 2 GRAT
Series C Liberty Live Common Stock 08/03/2023 J(1) V 97,007 A $0(1) 97,007 I Maven 2017 - 2 GRAT
Series C Liberty SiriusXM Common Stock 08/03/2023 J(1) V 388,030 A $0(1) 388,030 I Maven 2017 - 2 GRAT
Series C Liberty SiriusXM Common Stock 08/03/2023 J(1) V 388,030 D $0(1) 0.0000 I Maven 2017 - 2 GRAT
Series A Liberty Formula One Common Stock 08/03/2023 J(1) V 170 A $0(1) 170 I Sheila Q Maffei 2010 Trust(6)
Series A Liberty Formula One Common Stock 08/03/2023 J(1) V 170 D $0(1) 0.0000 I Sheila Q Maffei 2010 Trust(6)
Series A Liberty Live Common Stock 08/03/2023 J(1) V 72 A $0(1) 72 I Sheila Q Maffei 2010 Trust(6)
Series A Liberty SiriusXM Common Stock 08/03/2023 J(1) V 260 A $0(1) 260 I Sheila Q Maffei 2010 Trust(6)
Series A Liberty SiriusXM Common Stock 08/03/2023 J(1) V 260 D $0(1) 0.0000 I Sheila Q Maffei 2010 Trust(6)
Series C Liberty Formula One Common Stock 08/03/2023 J(1) V 170 A $0(1) 170 I Sheila Q Maffei 2010 Trust(6)
Series C Liberty Formula One Common Stock 08/03/2023 J(1) V 170 D $0(1) 0.0000 I Sheila Q Maffei 2010 Trust(6)
Series C Liberty Live Common Stock 08/03/2023 J(1) V 197 A $0(1) 197 I Sheila Q Maffei 2010 Trust(6)
Series C Liberty SiriusXM Common Stock 08/03/2023 J(1) V 761 A $0(1) 761 I Sheila Q Maffei 2010 Trust(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) - FWONK $33.22(7) 08/08/2023 J(7) V 20,835(7) 03/06/2019 03/06/2026 Series C Liberty Formula One Common Stock 20,835(7) $0.0000 20,835 D
Stock Option (Right to Buy) - FWONK $32.97(7) 08/08/2023 J(7) V 21,418(7) 03/06/2019 03/06/2026 Series C Liberty Formula One Common Stock 21,418(7) $0.0000 0.0000 D
Stock Option (Right to Buy) - FWONK $56.44(7) 08/08/2023 J(7) V 181,658(7) 12/30/2022 03/09/2029 Series C Liberty Formula One Common Stock 181,658(7) $0.0000 181,658 D
Stock Option (Right to Buy) - FWONK $56.01(7) 08/08/2023 J(7) V 186,654(7) 12/30/2022 03/09/2029 Series C Liberty Formula One Common Stock 186,654(7) $0.0000 0.0000 D
Stock Option (Right to Buy) - FWONK $33.2(7) 08/08/2023 J(7) V 171,609(7) 12/31/2017 03/30/2024 Series C Liberty Formula One Common Stock 171,609(7) $0.0000 171,609 D
Stock Option (Right to Buy) - FWONK $32.95(7) 08/08/2023 J(7) V 176,409(7) 12/31/2017 03/30/2024 Series C Liberty Formula One Common Stock 176,409(7) $0.0000 0.0000 D
Stock Option (Right to Buy) - FWONK $31.31(7) 08/08/2023 J(7) V 138,899(7) 12/31/2018 03/05/2025 Series C Liberty Formula One Common Stock 138,899(7) $0.0000 138,899 D
Stock Option (Right to Buy) - FWONK $31.07(7) 08/08/2023 J(7) V 142,771(7) 12/31/2018 03/05/2025 Series C Liberty Formula One Common Stock 142,771(7) $0.0000 0.0000 D
Stock Option (Right to Buy) - FWONK $33.22(7) 08/08/2023 J(7) V 205,522(7) 12/31/2019 03/06/2026 Series C Liberty Formula One Common Stock 205,522(7) $0.0000 205,522 D
Stock Option (Right to Buy) - FWONK $32.97(7) 08/08/2023 J(7) V 211,272(7) 12/31/2019 03/06/2026 Series C Liberty Formula One Common Stock 211,272(7) $0.0000 0.0000 D
Stock Option (Right to Buy) - FWONK $28(7) 08/08/2023 J(7) V 246,726(7) 12/31/2020 03/11/2027 Series C Liberty Formula One Common Stock 246,726(7) $0.0000 246,726 D
Stock Option (Right to Buy) - FWONK $27.79(7) 08/08/2023 J(7) V 253,636(7) 12/31/2020 03/11/2027 Series C Liberty Formula One Common Stock 253,636(7) $0.0000 0.0000 D
Stock Option (Right to Buy) - FWONK $42.92(7) 08/08/2023 J(7) V 590,129(7) 12/31/2023 12/15/2026 Series C Liberty Formula One Common Stock 590,129(7) $0.0000 590,129 D
Stock Option (Right to Buy) - FWONK $42.59(7) 08/08/2023 J(7) V 606,477(7) 12/31/2023 12/15/2026 Series C Liberty Formula One Common Stock 606,477(7) $0.0000 0.0000 D
Stock Option (Right to Buy) - FWONK $42.1(7) 08/08/2023 J(7) V 545,627(7) 12/31/2024 12/10/2027 Series C Liberty Formula One Common Stock 545,627(7) $0.0000 545,627 D
Stock Option (Right to Buy) - FWONK $41.78(7) 08/08/2023 J(7) V 560,816(7) 12/31/2024 12/10/2027 Series C Liberty Formula One Common Stock 560,816(7) $0.0000 0.0000 D
Stock Option (Right to Buy) - LLYVK $43.61(7) 08/08/2023 J(7) V 24,382(7) 03/06/2019 03/06/2026 Series C Liberty Live Common Stock 24,382(7) $0.0000 24,382 D
Stock Option (Right to Buy) - LLYVK $15.81(7) 08/08/2023 J(7) V 892(7) 03/06/2019 03/06/2026 Series C Liberty Live Common Stock 892(7) $0.0000 892 D
Stock Option (Right to Buy) - LLYVK $39.57(7) 08/08/2023 J(7) V 5,773(7) 05/11/2017 05/11/2024 Series C Liberty Live Common Stock 5,773(7) $0.0000 5,773 D
Stock Option (Right to Buy) - LLYVK $33.56(7) 08/08/2023 J(7) V 95,427(7) 12/29/2023 03/03/2030 Series C Liberty Live Common Stock 95,427(7) $0.0000 95,427 D
Stock Option (Right to Buy) - LLYVK $26.85(7) 08/08/2023 J(7) V 7,779(7) 12/30/2022 03/09/2029 Series C Liberty Live Common Stock 7,779(7) $0.0000 7,779 D
Stock Option (Right to Buy) - LLYVK $15.8(7) 08/08/2023 J(7) V 7,348(7) 12/31/2017 03/30/2024 Series C Liberty Live Common Stock 7,348(7) $0.0000 7,348 D
Stock Option (Right to Buy) - LLYVK $39.57(7) 08/08/2023 J(7) V 230,708(7) 12/31/2017 05/11/2024 Series C Liberty Live Common Stock 230,708(7) $0.0000 230,708 D
Stock Option (Right to Buy) - LLYVK $14.89(7) 08/08/2023 J(7) V 5,944(7) 12/31/2018 03/05/2025 Series C Liberty Live Common Stock 5,944(7) $0.0000 5,944 D
Stock Option (Right to Buy) - LLYVK $43.61 08/08/2023 J V 101,802 12/31/2019 03/06/2026 Series C Liberty Live Common Stock 101,802 $0.0000 101,802 D
Stock Option (Right to Buy) - LLYVK $15.81(7) 08/08/2023 J(7) V 8,800(7) 12/31/2019 03/06/2026 Series C Liberty Live Common Stock 8,800(7) $0.0000 8,800 D
Stock Option (Right to Buy) - LLYVK $42.9(7) 08/08/2023 J(7) V 99,563(7) 12/31/2020 03/11/2027 Series C Liberty Live Common Stock 99,563(7) $0.0000 99,563 D
Stock Option (Right to Buy) - LLYVK $13.32(7) 08/08/2023 J(7) V 10,560(7) 12/31/2020 03/11/2027 Series C Liberty Live Common Stock 10,560(7) $0.0000 10,560 D
Stock Option (Right to Buy) - LLYVK $20.42(7) 08/08/2023 J(7) V 25,266(7) 12/31/2023 12/15/2026 Series C Liberty Live Common Stock 25,266(7) $0.0000 25,266 D
Stock Option (Right to Buy) - LLYVK $20.03(7) 08/08/2023 J(7) V 23,360(7) 12/31/2024 12/10/2027 Series C Liberty Live Common Stock 23,360(7) $0.0000 23,360 D
Explanation of Responses:
1. On August 3, 2023, the Issuer effected a reclassification and exchange (the "Reclassification and Exchange"), pursuant to which: (i) each outstanding share of Liberty SiriusXM Common Stock was reclassified into and exchanged for one share of the corresponding series of new Liberty SiriusXM Common Stock and 0.2500 of a share of the corresponding series of new Liberty Live Common Stock, and (ii) each outstanding share of Liberty Formula One Common Stock was reclassified into and exchanged for one share of the corresponding series of new Liberty Formula One Common Stock and 0.0428 of a share of the corresponding series of new Liberty Live Common Stock. The Reclassification and Exchange was exempt pursuant to Rule 16b-7 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such transactions were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Exchange Act ("Rule 16b-3").
2. On January 10, 2020, January 22, 2020, January 14, 2021 January 11, 2022, and January 9, 2023, the reporting person received a distribution of 64,000 shares, 100 shares, 93,000 shares, 91,200 and 133,000 shares of Series A Liberty SiriusXM Common Stock, respectively, from a grantor retained annuity trust, of which the reporting person is the sole trustee, for the benefit of himself, his spouse and his children to his direct holdings.
3. Each share of Series B Liberty Formula One Common Stock is convertible, at the holder's election, into one share of Series A Liberty Formula One Common Stock, at any time for no consideration other than the surrender of the share of Series B Liberty Formula One Common Stock for each share of Series A Liberty Formula One SiriusXM Common Stock.
4. Each share of Series B Liberty Live Common Stock is convertible, at the holder's election, into one share of Series A Liberty Live Common Stock, at any time for no consideration other than the surrender of the share of Series B Liberty Live Common Stock for each share of Series A Liberty Live Common Stock.
5. Each share of Series B Liberty SiriusXM Common Stock is convertible, at the holder's election, into one share of Series A Liberty SiriusXM Common Stock, at any time for no consideration other than the surrender of the share of Series B Liberty SiriusXM Common Stock for each share of Series A Liberty SiriusXM Common Stock.
6. The Reporting Person is the successor trustee of the Sheila Q Maffei 2010 Trust and The Ralph Maffei 2010 Trust, which trusts are for the benefit of the estates of Ms. Sheila Maffei and Mr. Ralph Maffei, respectively. The reporting person disclaims any pecuniary interest in the shares held by the Sheila Q Maffei 2010 Trust and The Ralph Maffei 2010 Trust.
7. In connection with the Reclassification and Exchange, each outstanding option award held by the reporting person with respect to the Issuer's Liberty SiriusXM Common Stock and/or with respect to the Issuer's Liberty Formula One Common Stock (together, the "original awards") was reclassified into and exchanged for a new option award with respect to shares of the corresponding series of new Liberty SiriusXM Common Stock or new Liberty Formula One Common Stock, as applicable (together, the "new awards"), and a new Liberty Live option award to purchase shares of the corresponding series of Liberty Live Common Stock. See remarks section for additional information regarding the new awards.
Remarks:
The number of shares and the exercise price of each new award were determined on August 8, 2023, and such adjustments were designed to preserve the value associated with the original awards prior to the Reclassification and Exchange. Otherwise such new award remains subject to the terms and conditions of the corresponding original award. Such adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3. Multiple Forms Filed,Multiple Forms Submitted
/s/ Brittany A. Uthoff as Attorney-in-Fact for Gregory B. Maffei 08/16/2023
** Signature of Reporting Person Date
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