Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-20-033070
Date:2020-05-27
Issuer: LIBERTY MEDIA CORP (LSXMK)
Original Submission Date:

Reporting Person:

WESCHLER, R. TED
404 EAST MAIN STREET
CHARLOTTESVILLE, VA 22902

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
SERIES C LIBERTY SIRIUSXM COMMON STOCK 2020-05-27 P 545,503 a $36.15 33,413,438 indirect
SERIES C LIBERTY SIRIUSXM COMMON STOCK 2020-05-27 P 129,108 a $36.43 33,542,546 indirect
SERIES C LIBERTY SIRIUSXM COMMON STOCK 2020-05-28 P 932,285 a $36.30 34,474,831 indirect
SERIES C LIBERTY SIRIUSXM COMMON STOCK 2020-05-28 P 49,841 a $36.74 34,524,672 indirect
SERIES C LIBERTY SIRIUSXM COMMON STOCK 2020-05-29 P 671,968 a $35.82 35,196,640 indirect
SERIES C LIBERTY SIRIUSXM COMMON STOCK 2020-05-29 P 45,475 a $36.48 35,242,115 indirect
SERIES C LIBERTY SIRIUSXM COMMON STOCK 2020-05-27 0 $0.00 542,068 direct
SERIES C LIBERTY SIRIUSXM COMMON STOCK 2020-05-27 0 $0.00 29,600 indirect
SERIES C LIBERTY SIRIUSXM COMMON STOCK 2020-05-27 0 $0.00 16,554 indirect
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
SERIES C LIBERTY SIRIUSXM RIGHTS 0.0 2020-05-27 deemed execution date A 315,000 (a) 2020-05-18 2020-06-05 series c liberty siriusxm common stock $0.00 5,784,226 indirect see footnotes
SERIES C LIBERTY SIRIUSXM RIGHTS 0.0 2020-05-28 deemed execution date A 786,765 (a) 2020-05-18 2020-06-05 series c liberty siriusxm common stock $0.00 6,570,991 indirect see footnotes
SERIES C LIBERTY SIRIUSXM RIGHTS 0.0 2020-05-28 deemed execution date A 47,000 (a) 2020-05-18 2020-06-05 series c liberty siriusxm common stock $0.00 6,617,991 indirect see footnotes
SERIES C LIBERTY SIRIUSXM RIGHTS 0.0 2020-05-29 deemed execution date A 512,196 (a) 2020-05-18 2020-06-05 series c liberty siriusxm common stock $0.00 7,130,187 indirect see footnotes
SERIES C LIBERTY SIRIUSXM RIGHTS 0.0 2020-05-29 deemed execution date A 45,768 (a) 2020-05-18 2020-06-05 series c liberty siriusxm common stock $0.00 7,175,955 indirect see footnotes
SERIES C LIBERTY SIRIUSXM RIGHTS 0.0 deemed execution date 0 ( ) 2020-05-18 2020-06-05 series c liberty siriusxm common stock $0.00 76,354 direct
SERIES C LIBERTY SIRIUSXM RIGHTS 0.0 deemed execution date 0 ( ) 2020-05-18 2020-06-05 series c liberty siriusxm common stock $0.00 4,170 indirect see footnotes
SERIES C LIBERTY SIRIUSXM RIGHTS 0.0 deemed execution date 0 ( ) 2020-05-18 2020-06-05 series c liberty siriusxm common stock $0.00 2,333 indirect see footnotes
Footnotes
IDfootnote
f1 the price reported in column 4 is a weighted average price. these shares were purchased in multiple transactions at prices ranging from $35.30 to $36.29. the reporting persons undertake to provide liberty, any security holder of liberty, or the staff of the securities and exchange commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 1 to this form 4.
f2 these shares were acquired by certain subsidiaries and subsidiary benefit plans of berkshire. as a result of an agreement entered into on may 24, 2013 between berkshire and the reporting person with respect to the reporting person's holdings of, and future transactions in, shares of series c liberty siriusxm common stock ("series c shares"), berkshire and the reporting person have agreed to file as a "group" under section 13 of the securities exchange act of 1934, as amended (the "exchange act"). the reporting person disclaims beneficial ownership of series c shares owned by berkshire, berkshire's subsidiaries and its subsidiary pension plans. this report shall not be deemed an admission that the reporting person is the beneficial owner of any series c shares that are not directly owned by the reporting person for purposes of section 16 of the exchange act, or for any other purpose.
f3 the price reported in column 4 is a weighted average price. these shares were purchased in multiple transactions at prices ranging from $36.30 to $36.65. the reporting persons undertake to provide liberty, any security holder of liberty, or the staff of the securities and exchange commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 3 to this form 4.
f4 the price reported in column 4 is a weighted average price. these shares were purchased in multiple transactions at prices ranging from $35.61 to $36.60. the reporting persons undertake to provide liberty, any security holder of liberty, or the staff of the securities and exchange commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 4 to this form 4.
f5 the price reported in column 4 is a weighted average price. these shares were purchased in multiple transactions at prices ranging from $36.61 to $37.05. the reporting persons undertake to provide liberty, any security holder of liberty, or the staff of the securities and exchange commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 5 to this form 4.
f6 the price reported in column 4 is a weighted average price. these shares were purchased in multiple transactions at prices ranging from $35.47 to $36.41. the reporting persons undertake to provide liberty, any security holder of liberty, or the staff of the securities and exchange commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 6 to this form 4.
f7 the price reported in column 4 is a weighted average price. these shares were purchased in multiple transactions at prices ranging from $36.47 to $36.50. the reporting persons undertake to provide liberty, any security holder of liberty, or the staff of the securities and exchange commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 7 to this form 4.
f8 these shares are owned by a daughter of the reporting person.
f9 the reporting person has or shares trading authority over these shares.
f10 the reporting person may be deemed presently to beneficially own, but only to the extent he has a pecuniary interest in, these shares. the reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of section 16 of the exchange act, or for any other purpose.
f11 these shares are owned by the rita e. and frank j. weschler educational trust, of which the reporting person's daughters are beneficiaries.
f12 as described in liberty's form s-3asr filed with the securities and exchange commission on may 14, 2020, liberty has distributed subscription rights to holders of its series a and series c liberty siriusxm common stock to acquire shares of its series c liberty siriusxm common stock (the "series c liberty siriusxm rights"). in the rights offering, each series c liberty siriusxm right will entitle the holder to a basic subscription privilege and an oversubscription privilege. under the basic subscription privilege, each whole series c liberty siriusxm right will entitle the holder to purchase one share of liberty's series c liberty siriusxm common stock at a subscription price of $25.47.
f13 continued from footnote 12: under the oversubscription privilege, each rightsholder that exercises its basic subscription privilege will have the right to subscribe, at the subscription price, for up to that number of shares of liberty's series c liberty siriusxm common stock which are not purchased by other rightsholders under their basic subscription privilege.
f14 as described in liberty's form s-3asr filed with the securities and exchange commission on may 14, 2020, the rights offering commenced on may 18, 2020 and expires on june 5, 2020. liberty's board of directors may terminate the rights offering for any reason before the expiration time. liberty may extend the expiration time of the rights offering for any reason and for any length of time beyond june 5, 2020, at the discretion of its board of directors. however, liberty may not extend the expiration time of the rights offering for more than 25 trading days past the original fourteen trading day subscription period. all exercises of series c liberty siriusxm rights are irrevocable even if liberty's board of directors determines to extend the expiration time.
f15 the price reported in column 8 is a weighted average price. these rights were purchased in multiple transactions at prices ranging from $10.59 to $11.13. the reporting persons undertake to provide liberty, any security holder of liberty, or the staff of the securities and exchange commission, upon request, full information regarding the number of rights purchased at each separate price within the range set forth in footnote 11 to this form 4.
f16 these series c liberty siriusxm rights were acquired by certain subsidiaries and subsidiary benefit plans of berkshire. as a result of an agreement entered into on may 24, 2013 between berkshire and the reporting person with respect to the reporting person's holdings of, and future transactions in, shares of series c liberty siriusxm common stock, berkshire and the reporting person have agreed to file as a "group" under section 13 of the exchange act. the reporting person disclaims beneficial ownership of series c liberty siriusxm rights (and the underlying series c shares) owned by berkshire, berkshire's subsidiaries and its subsidiary pension plans. this report shall not be deemed an admission that the reporting person is the beneficial owner of any series c liberty siriusxm rights (and the underlying series c shares)
f17 continued from footnote 16: that are not directly owned by the reporting person for purposes of section 16 of the exchange act, or for any other purpose.
f18 the price reported in column 8 is a weighted average price. these rights were purchased in multiple transactions at prices ranging from $10.43 to $11.42. the reporting persons undertake to provide liberty, any security holder of liberty, or the staff of the securities and exchange commission, upon request, full information regarding the number of rights purchased at each separate price within the range set forth in footnote 18 to this form 4.
f19 the price reported in column 8 is a weighted average price. these rights were purchased in multiple transactions at prices ranging from $11.44 to $11.70. the reporting persons undertake to provide liberty, any security holder of liberty, or the staff of the securities and exchange commission, upon request, full information regarding the number of rights purchased at each separate price within the range set forth in footnote 19 to this form 4.
f20 the price reported in column 8 is a weighted average price. these rights were purchased in multiple transactions at prices ranging from $10.31 to $11.30. the reporting persons undertake to provide liberty, any security holder of liberty, or the staff of the securities and exchange commission, upon request, full information regarding the number of rights purchased at each separate price within the range set forth in footnote 20 to this form 4.
f21 the price reported in column 8 is a weighted average price. these rights were purchased in multiple transactions at prices ranging from $11.33 to $11.50. the reporting persons undertake to provide liberty, any security holder of liberty, or the staff of the securities and exchange commission, upon request, full information regarding the number of rights purchased at each separate price within the range set forth in footnote 21 to this form 4.
f22 these series c liberty siriusxm rights are owned by a daughter of the reporting person.
f23 the reporting person has or shares trading authority over these series c liberty siriusxm rights.
f24 the reporting person may be deemed presently to beneficially own, but only to the extent he has a pecuniary interest in, these rights. the reporting person disclaims beneficial ownership of these rights except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these rights for purposes of section 16 of the exchange act, or for any other purpose.
f25 these series c liberty siriusxm rights are owned by the rita e. and frank j. weschler educational trust, of which the reporting person's daughters are beneficiaries.
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