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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 | ||||||||
| Stock Option (right to buy) (6) | $ 33.92 | 06/15/2005 | D | 147 | (7) | 08/04/2005 | Series A Common Stock | 147 | (8) | 0 | D | ||||
| Stock Option (right to buy) (6) | $ 33.92 | 06/15/2005 | D | 74 | (7) | 02/03/2007 | Series A Common Stock | 74 | (8) | 0 | D | ||||
| Stock Option (right to buy) (6) | (9) | 06/15/2005 | D | 610,927 | (10) | 02/28/2011 | Series A or Series B Common Stock | 610,927 | (8) | 0 | D | ||||
| Stock Option (right to buy) | $ 36.75 (11) | 06/15/2005 | D | 1,568,562 (11) | (7) | 06/22/2014 | Series B Common Stock | 1,568,562 | (8) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MALONE JOHN C 12300 LIBERTY BLVD. ENGLEWOOD, CO 80112 |
X | X | President, CEO, Chairman | |
| /s/ John C. Malone | 06/15/2005 | |
| **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) | Disposed of pursuant to a merger agreement providing for the merger of the Issuer and UnitedGlobalcom, Inc. (the merger involving the Issuer, the "Merger") with wholly-owned subsidiaries of Liberty Global, Inc. ("LGI") in exchange for an equivalent number of shares of LGI common stock of the same series. |
| (2) | The Reporting Person disclaims beneficial ownership of these shares owned by his spouse. |
| (3) | Held by a trust of which the Reporting Person is sole trustee and, with his spouse, retains a unitrust interest in the trust. |
| (4) | Held by a trust of which the Reporting Person is sole trustee and retains a unitrust interest in the trust. |
| (5) | The number of shares represents equivalent shares based on the fair market value of the shares of the Issuer's Series A Common Stock held by a unitized stock fund under the Liberty Media Corporation ("LMC") 401(k) Savings Plan based on a report from the Plan Administrator dated May 31, 2005. The Reporting Person has an interest in the unitized fund, which holds shares of the Issuer's Series A Common Stock and short-term investments. |
| (6) | The option was acquired pursuant to anti-dilution provisions in the incentive plan of LMC in connection with the spin off of the Issuer from LMC on June 7, 2004 and subsequently adjusted as to exercise price and number of shares pursuant to anti-dilution provisions in the incentive plan of the Issuer in connection with the Issuer's rights offering effective August 23, 2004 (the "Rights Offering"). |
| (7) | The option was 100% vested. |
| (8) | The option was assumed by LGI in the Merger and replaced with an option to purchase an equivalent number of shares of LGI common stock of the same series at the same exercise price. |
| (9) | The Reporting Person had the choice of exercising the option for either the Issuer's Series A Common Stock at an exercise price of $33.92 or the Issuer's Series B Common Stock at an exercise price of $37.88. |
| (10) | The option provided for vesting as to 30% of the total number of shares on February 28, 2002, and 17.5% of the total number of shares on each February 28, beginning February 28, 2003. |
| (11) | The option was adjusted as to exercise price and number of shares pursuant to anti-dilution rights in the incentive plan of the Issuer in connection with the Rights Offering. |
| Remarks: The trading symbols for the Issuer's Series A and Series B Common Stock are, respectively, LBTYA and LBTYB. | |