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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 | ||||||||
| Restricted Stock Units-LSXMK | (3) | 08/23/2024 | M | 32,768 | (4) | (4) | Series C Liberty SiriusXM Common Stock | 32,768 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Wilm Renee L 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112 |
Chief Legal/Admin Officer | |||
| /s/ Katherine C. Jewell as Attorney-in-Fact for Renee L. Wilm | 08/26/2024 | |
| **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 restricted stock unit converted into one share of Series C Liberty SiriusXM Common Stock ("LSXMK"). |
| (2) | Represents shares underlying performance-based restricted stock units granted to the Reporting Person on March 5, 2024 that were subject to the satisfaction of performance criteria, the vesting of which was accelerated as explained in Note 4 below. |
| (3) | Each restricted stock unit represents a contingent right to receive one share of LSXMK. |
| (4) | As previously disclosed, the Issuer is proposing to separate its Liberty SiriusXM Group on September 9, 2024 by means of a redemptive split-off (the "Transaction") as further discussed in the Remarks section. In connection with the proposed Transaction, the vesting of the equity awards reported herein was accelerated to August 23, 2024 and, specifically with respect to the acceleration and vesting of performance-based restricted stock units granted to the Reporting Person, such performance-based restricted stock units were deemed satisfied at 100% of "target" in accordance with the Reorganization Agreement (as defined in the Remarks section). |
| Remarks: To effect the Transaction, on September 9, 2024, the Issuer expects to contribute all of the assets and liabilities of the Liberty SiriusXM Group to Liberty Sirius XM Holdings Inc. ("New Sirius") and to redeem each share of its Series A Liberty SiriusXM common stock ("LSXMA"), Series B Liberty SiriusXM common stock ("LSXMB") and LSXMK for a fraction of a share of common stock of New Sirius equal to the Exchange Ratio (as defined in that certain Reorganization Agreement, dated as of December 11, 2023, by and among Issuer, New Sirius and Sirius XM Holdings Inc., as amended from time to time (the "Reorganization Agreement")), with no shares of LSXMA, LSXMB or LSXMK remaining outstanding and with cash (without interest) paid in lieu of any fractional shares of common stock of New Sirius, after aggregating all shares of common stock of New Sirius issuable by series of LSXMA, LSXMB and LSXMK. As a result of effecting the foregoing Transaction, New Sirius will be split-off from the Issuer and the Issuer will cease to have an equity interest in New Sirius. |
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