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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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) |
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 | ||||||||
Variable Pre-paid Forward Transaction | (1) (2) (3) | 11/12/2015 | J/K | 2,500,000 | (1)(2)(3) | (1)(2)(3) | Common Shares | 2,500,000 | (1) (2) (3) | 2,500,000 | I | Through wholly-owned subsidiary |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Liberty Global plc GRIFFIN HOUSE 161 HAMMERSMITH ROAD HAMMERSMITH, X0 W6 8BS |
X | |||
Liberty Global Inc Ltd GRIFFIN HOUSE 161 HAMMERSMITH ROAD HAMMERSMITH, X0 W6 8BS |
X |
/s/ Michelle L. Keist, Vice President of Liberty Global plc | 11/16/2015 | |
**Signature of Reporting Person | Date | |
/s/ John Winter, Attorney for Liberty Global Incorporated Limited | 11/16/2015 | |
**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) | On November 12, 2015, Liberty Global Incorporated Limited ("Liberty"), a wholly-owned subsidiary of Liberty Global plc, entered into a Variable Pre-paid Forward Transaction (the "Transaction") with an unaffiliated bank (the "Bank") relating to 2,500,000 Common Shares of the Issuer ("Common Shares"). The Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; the Components for Tranche 1 are the 25 trading days from July 25, 2019 through August 28, 2019, inclusive; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. |
(2) | On the settlement date for each Component, Liberty will be obligated to deliver to the Bank, at Liberty's election, a number of Common Shares determined as follows or an equivalent amount in cash: (a) if the volume weighted average trading price per share on the valuation date for the relevant Component (the "Settlement Price") is less than $33.167 (the "Forward Floor Price"), 33,334 Common Shares (or, in the case of the last Component in each Tranche, 33,317 Common Shares in the case of Tranches 1 and 2 and 33,318 Common Shares in the case of Tranche 3) (the "Number of Shares"); (b) if the Settlement Price is greater than the Forward Floor Price but less than or equal to $52.677 (the "Forward Cap Price"), the Number of Shares multiplied by the Forward Floor Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, the Number of Shares multiplied by (1 - ((Forward Cap Price - Forward Floor Price), divided by the Settlement Price)). |
(3) | In exchange for assuming this obligation, Liberty received a cash payment of $ 70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares (the "Pledged Shares") to the Bank to secure its obligations under the Transaction. In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. |
Remarks: Based on information set forth in the Issuer's report on Form 10-Q for the quarterly period ended September 30, 2015, the Common Shares owned by the Reporting Persons represent less than 10% of the outstanding Common Shares. The Reporting Persons have entered into certain agreements with the Issuer and certain other shareholders of the Issuer pursuant to which the Reporting Persons might be considered to constitute a "group", within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended, with such other shareholders, and the aggregate holdings of all members of such "group" exceed 10% of the outstanding Common Shares of the Issuer. These agreements are described in, and filed as exhibits to, the Issuer's Current Report on Form 8-K filed with the Securities Exchange Commission on November 10, 2015. This Report shall not be considered an admission or acknowledgment of the existence of such a "group." The Reporting Persons disclaim beneficial ownership of all Common Shares held by other shareholders of the Issuer with which they might constitute a "group." |