Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
transaction | LSXMA | Forward Sale Contract (obligation to sell) | Other | +1 | 1 | Aug 4, 2023 | Series C Liberty Live Common Stock | 16.3K | See Footnote | F1, F2, F3, F4 |
Id | Content |
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F1 | As previously reported, on December 5, 2019, the reporting person, through a limited liability company (the "LLC") owned and controlled by the reporting person and his wife, entered into a prepaid variable forward sale contract with an unaffiliated third party buyer referencing shares of Series C Liberty Formula One Common Stock. On August 4, 2023, pursuant to the terms of the forward sale contract, the third party buyer adjusted the terms of the forward sale contract to account for the reclassification and exchange of the Series C Liberty Formula One Common Stock, as described in the issuer's Form S-4 (SEC File No. 333-268921). |
F2 | Pursuant to such adjustment, the LLC and the third party buyer were deemed to enter into a forward sale which obligates the LLC to deliver to the buyer up to an aggregate of 16,333 shares of Series C Liberty Live Common Stock (the "Shares") (or, at the LLC's election, an equivalent amount of cash based upon the market price of the Shares at that time) over the course of the maturity dates of the forward sale contract (December 5, 6 and 9, 2024). The LLC did not receive any payment and there were no other changes to the terms of the forward sale contract as a result of the adjustment. The LLC pledged 16,333 Shares (the "Pledged Shares") to secure its obligations in connection with the adjustment and retained dividend and voting rights in the Pledged Shares during the term of the pledge. |
F3 | The number of Shares to be delivered to the buyer on the maturity dates is to be determined as follows: (a) if the volume-weighted average price at which the Shares on the relevant maturity date (the "Settlement Price") is less than or equal to $21.00 per share (the "Floor Price"), the LLC will deliver to the buyer all of the Pledged Shares related to that maturity date, (b) if the Settlement Price is between the Floor Price and $24.35 (the "Cap Price"), the LLC will deliver to the buyer a number of Shares having a value (based upon the then market price) equal to the Floor Price, and (c) if the Settlement Price is greater than the Cap Price, the LLC will deliver to the purchaser a number of Shares having a value (based upon the then market price) equal to the Floor Price plus the difference between the Settlement Price and the Cap Price. |
F4 | The forward sale contract is between an unaffiliated third party buyer and the LLC. The LLC is the record holder of the Pledged Shares. |