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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 | |
| MAFFEI GREGORY B 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112 |
X | President, CEO | ||
| /s/ Katherine C. Jewell as Attorney-in-Fact for Gregory B. Maffei | 08/30/2024 | |
| **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) | Represents shares underlying performance-based restricted stock units granted to the Reporting Person on March 11, 2024 that were subject to the satisfaction of performance criteria, the vesting of which was accelerated as explained in Remarks section below. |
| Remarks: On August 21, 2024, John C. Malone and certain affiliated trusts and entities entered into a Proxy and Voting Agreement with Terence F. McGuirk, Chairman of Braves Holdings, LLC and a director of the Issuer (the "Malone Voting Agreement"). On August 21, 2024, the Reporting Person notified the Issuer of his resignation as President, Chief Executive Officer, Chairman of the Board and a director of the Issuer effective August 31, 2024. The execution of the Malone Voting Agreement constitutes a Change in Control of the Issuer as defined in the Reporting Person's Executive Employment Agreement, dated effective as of December 13, 2019, by and between the Reporting Person and Liberty Media Corporation and the Reporting Person's separation from employment with the Issuer is for "Good Reason" within the meaning of the Reporting Person's Executive Employment Agreement. As a result, the vesting of the equity award reported herein was accelerated to August 29, 2024 and such performance-based restricted stock units were deemed satisfied at 100% of "target". |
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