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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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) | ||
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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MALONE JOHN C 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112 |
X | |||
| /s/ Katherine C. Jewell as Attorney-in-Fact for John C. Malone | 08/23/2024 | |
| **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) | Each share of Series B Common Stock is convertible, at the holder's election, into one share of Series A Common Stock, at any time for no consideration other than the surrender of the share of Series B Common Stock for each share of Series A Common Stock. |
| (2) | On August 21, 2024, Terence McGuirk and the John C. Malone 1995 Revocable Trust (the "Trust") entered into an operating agreement whereby the Trust contributed 887,079 shares of Series B Common Stock (the "Malone Series B Shares") to JCM AB LLC. This operating agreement generally entitles Mr. McGuirk to receive the portion of the proceeds of any transfer by JCM AB LLC of the Malone Series B Shares exceeding $50 per share. Mr. McGuirk also entered into a proxy and voting agreement with JCM AB LLC and certain of its affiliates pursuant to which Mr. McGuirk was appointed the proxy to vote the Malone Series B Shares on specified matters, and JCM ABC LLC and its affiliates granted Mr. McGuirk a right of first refusal with respect to the transfer of ownership of the Issuer's shares. Mr. McGuirk does not have the right to direct the disposition of the Malone Series B Shares, which is in the sole discretion of the Trust. |
| (3) | The reporting person disclaims beneficial ownership of these shares. |