Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
transaction | FWONK | Forward Sale Contract (obligation to sell) | Other | +1 | 1 | Sep 16, 2024 | Series C Liberty Formula One Common Stock | 382K | See Footnote | F1, F2, F3 |
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. On September 16, 2024, the reporting person, through the LLC, amended and extended the prepaid variable forward sale contract with the third party buyer (the "Amended Contract"). The Amended Contract obligates the LLC to deliver to the buyer up to an aggregate of 381,616 shares of Series C Liberty Formula One 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 contract (September 15, 16 and 17, 2027). The LLC pledged 381,616 Shares (the "Pledged Shares") to secure its obligations under the contract and retained dividend and voting rights in the Pledged Shares during the term of the pledge. |
F2 | Pursuant to the Amended Contract, 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 $75.5008 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 $88.5101 (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. |
F3 | The Amended Contract is between an unaffiliated third party buyer and the LLC. The LLC is the record holder of the Pledged Shares. |