Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-20-035272
Date:2020-06-05
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 2020-06-05 X 7,175,955 a $25.47 42,868,070 indirect
SERIES C LIBERTY SIRIUSXM COMMON STOCK 2020-06-05 X 76,354 a $25.47 618,422 direct
SERIES C LIBERTY SIRIUSXM COMMON STOCK 2020-06-05 X 4,170 a $25.47 33,770 indirect
SERIES C LIBERTY SIRIUSXM COMMON STOCK 2020-06-05 X 2,333 a $25.47 18,887 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 25.47 2020-06-05 deemed execution date X 7,175,955 (d) 2020-05-18 2020-06-05 series c liberty siriusxm common stock 7,175,955 $25.47 0 indirect see footnotes
SERIES C LIBERTY SIRIUSXM RIGHTS 25.47 2020-06-05 deemed execution date X 76,354 (d) 2020-05-18 2020-06-05 series c liberty siriusxm common stock 76,354 $25.47 0 direct
SERIES C LIBERTY SIRIUSXM RIGHTS 25.47 2020-06-05 deemed execution date X 4,170 (d) 2020-05-18 2020-06-05 series c liberty siriusxm common stock 4,170 $25.47 0 indirect see footnotes
SERIES C LIBERTY SIRIUSXM RIGHTS 25.47 2020-06-05 deemed execution date X 2,333 (d) 2020-05-18 2020-06-05 series c liberty siriusxm common stock 2,333 $25.47 0 indirect see footnotes
Footnotes
IDfootnote
f1 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.
f2 these shares are owned by a daughter of the reporting person.
f3 the reporting person has or shares trading authority over these shares.
f4 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.
f5 these shares are owned by the rita e. and frank j. weschler educational trust, of which the reporting person's daughters are beneficiaries.
f6 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 entitled the holder to a basic subscription privilege and an oversubscription privilege. under the basic subscription privilege, each whole series c liberty siriusxm right entitled the holder to purchase one share of liberty's series c liberty siriusxm common stock at a subscription price of $25.47. under the oversubscription privilege, each rightsholder that exercised its basic subscription privilege had the right to subscribe, at the subscription price, for up to that number of shares of liberty's series c liberty siriusxm common stock
f7 continued from footnote 6: which were not purchased by other rightsholders under their basic subscription privilege.
f8 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 expired on june 5, 2020.
f9 these series c liberty siriusxm rights were owned, prior to exercise on june 5, 2020, 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 any 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 was previously the beneficial owner of any series c liberty siriusxm rights (or the underlying series c shares)
f10 continued from footnote 9: that were not directly owned by the reporting person for purposes of section 16 of the exchange act, or for any other purpose.
f11 these series c liberty siriusxm rights were owned, prior to exercise, by a daughter of the reporting person.
f12 the reporting person had or shared trading authority over these series c liberty siriusxm rights.
f13 the reporting person may have been deemed to beneficially own, but only to the extent he had a pecuniary interest in, these rights. the reporting person disclaims beneficial ownership of these rights (and the underlying series c 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 was previously the beneficial owner of these rights (or the underlying series c shares) for purposes of section 16 of the exchange act, or for any other purpose.
f14 these series c liberty siriusxm rights were owned, prior to exercise, by the rita e. and frank j. weschler educational trust, of which the reporting person's daughters are beneficiaries.
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