Robert R. Bennett - Aug 23, 2024 Form 4 Insider Report for Liberty Media Corp (LSXMA)

Role
Director
Signature
/s/ Katherine C. Jewell as Attorney-in-Fact for Robert R. Bennett
Stock symbol
LSXMA
Transactions as of
Aug 23, 2024
Transactions value $
$0
Form type
4
Date filed
8/26/2024, 05:24 PM
Previous filing
Apr 24, 2024
Next filing
Sep 11, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LSXMA Series C Liberty SiriusXM Common Stock Options Exercise $0 +1.6K +20.18% $0.00 9.5K Aug 23, 2024 Direct F1, F2
holding LSXMA Series C Liberty SiriusXM Common Stock 43.2K Aug 23, 2024 By Hilltop Investments, LLC
holding LSXMA Series C Liberty SiriusXM Common Stock 882 Aug 23, 2024 Deborah Bennett Revocable Trust F3
holding LSXMA Series C Liberty SiriusXM Common Stock 1.53M Aug 23, 2024 Hilltop Investments III, LLC F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction LSXMA Restricted Stock Units-LSXMK Options Exercise $0 -1.6K -100% $0.00 0 Aug 23, 2024 Series C Liberty SiriusXM Common Stock 1.6K Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each restricted stock unit converted into one share of Series C Liberty SiriusXM Common Stock ("LSXMK").
F2 On December 19, 2023, the reporting person transferred 1,450 shares of LSXMK to Hilltop Investments III, LLC, which is wholly owned by the reporting person and his spouse.
F3 The reporting person disclaims beneficial ownership of these shares.
F4 Each restricted stock unit represents a contingent right to receive one share of LSXMK.
F5 As previously disclosed, the Issuer is proposing to separate its Liberty SiriusXM Group on September 9, 2024 by means of a redemptive split-off (the "Transaction") as further discussed in the Remarks section. In connection with the proposed Transaction, the vesting of the equity award reported herein was accelerated to August 23, 2024.

Remarks:

To effect the Transaction, on September 9, 2024, the Issuer expects to contribute all of the assets and liabilities of the Liberty SiriusXM Group to Liberty Sirius XM Holdings Inc. ("New Sirius") and to redeem each share of its Series A Liberty SiriusXM common stock ("LSXMA"), Series B Liberty SiriusXM common stock ("LSXMB") and LSXMK for a fraction of a share of common stock of New Sirius equal to the Exchange Ratio (as defined in that certain Reorganization Agreement, dated as of December 11, 2023, by and among Issuer, New Sirius and Sirius XM Holdings Inc., as amended from time to time (the "Reorganization Agreement")), with no shares of LSXMA, LSXMB or LSXMK remaining outstanding and with cash (without interest) paid in lieu of any fractional shares of common stock of New Sirius, after aggregating all shares of common stock of New Sirius issuable by series of LSXMA, LSXMB and LSXMK. As a result of effecting the foregoing Transaction, New Sirius will be split-off from the Issuer and the Issuer will cease to have an equity interest in New Sirius.