FORM 4

      Check this box if no longer subject to Section 16.  Form 4 or Form 5 obligations may continue.
See Instruction 1(b).

(Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549


STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 1. Name and Address of Reporting Person *



Malone,    John    C.

(Last)            (First)              (Middle)


c/o Liberty Media Corporation

12300 Liberty Boulevard

(Street)


Englewood, CO   80112

(City)       (State)          (Zip)

 

 2. Issuer Name and Ticker
    or Trading Symbol

Liberty Media Corporation   L, LMC.B

 



 3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)

 4. Statement for
 (Month/Day/Year)

December 5,  2002





 5. If Amendment, Date of
   Original (Month/Day/Year)

December 9,  2002

 6. Relationship of Reporting Person(s) to Issuer

     (Check all applicable)

   X   Director

 

   X   10% Owner

 

   X   Officer (give title below)

 

      Other (specify below)

Chairman of the Board  

 


 7. Individual or Joint/Group
     Filing (Check Applicable Line)

   X   Form filed by One Reporting Person

      Form filed by More than One Reporting Person

 

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

 

1. Title of Security
(Instr. 3)

2. Transaction Date (Month/Day/
Year)

2A. Deemed Execution Date, if any (Month/Day/
Year)

3. Transaction Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)

6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)

7. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A) or (D)

Price

Series A Common Stock

12/5/02

 

A

 

24,229

(fn1)

A

$6.00 per share

10,738,345

D

 

Series A Common Stock

12/5/02

 

A

 

5,849

(fn1)

A

$6.00 per share

1,501,818

I

By spouse (fn2)

Series A Common Stock

 

 

 

 

 

 

 

1,000,000

I

By GRAT

Series A Common Stock

 

 

 

 

 

 

 

1,000,000

I

By GRAT

Series A Common Stock

 

 

 

 

 

 

 

800,000

I

By GRAT

Series A Common Stock

 

 

 

 

 

 

 

800,000

I

By GRAT

Series A Common Stock

 

 

 

 

 

 

 

784,146

I

By 401(k) Savings Plan (fn3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

 

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 Securities: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date
Exercisable

Expiration
Date

Title

Amount or Number of Shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Explanation of Responses:

 (fn1)  These shares of Series A Common Stock were received by the reporting person in the Issuer's recently completed rights offering pursuant to the exercise of the oversubscription privilege associated with the reporting person's and his spouse's subscription rights.  (fn2)  The reporting person has disclaimed beneficial ownership of these shares of the Issuer’s Series A Common Stock owned by his spouse.  (fn3)  The number of shares represents equivalent shares based on the fair market value of the shares of Series A Common Stock held by the unitized stock fund under the Issuer's 401(k) Savings Plan based on a report from the Plan Administrator dated 9/30/02.  The holder has an interest in the unitized fund, which holds shares of the Issuer's Series A Common Stock and short-term investments.

 

 

 

 

By: /s/ Charles Y. Tanabe Attorney-in-fact

** Signature of Reporting Person

01/22/03

Date

 

 

 

 

 

 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

 

Note:   File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

 

 

http://www.sec.gov/divisions/corpfin/forms/form4.htm

Last update: 09/05/2002

 

 

POWER OF ATTORNEY

 

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Charles Y. Tanabe, Elizabeth M. Markowski, Elisa L. Erickson, and Debra A. Watkins, signing singly, the undersigned’s true and lawful attorney-in-fact to:

 

1.     Execute for and on behalf of the undersigned a Form 4 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; and

 

2.     Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 4, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is Liberty Media Corporation (“Liberty”) assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Act of 1934, and the undersigned agrees to indemnify and hold harmless each of the attorneys-in-fact from any liability or expense based on or arising from any action taken pursuant to this Power of Attorney.

 

The attorneys-in fact have the right to request that the undersigned provide as soon as  possible written confirmation of the transaction and the signing and filing of a Form 4 on behalf of the undersigned.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to File Form 4 with respect to the undersigned’s holdings of and transactions in securities issued by Liberty, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 22nd day of August, 2002.

 

 

 

 

 

/s/ John C. Malone

 

 

 

Signature

 

 

 

 

 

 

 

John C. Malone

 

 

 

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