Filing Details

Accession Number:
0001209191-20-032186
Form Type:
4
Zero Holdings:
No
Publication Time:
2020-05-26 19:42:38
Reporting Period:
2020-03-16
Accepted Time:
2020-05-26 19:42:38
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1560385 Liberty Media Corp LSXMK () 4
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1130334 Weschler, R. Ted 404 East Main Street
Charlottesville VA 22902
No No No Yes
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Series C Liberty Siriusxm Common Stock Disposition 2020-03-16 240,000 $0.00 30,850,985 No 4 J Indirect See footnotes
Series C Liberty Siriusxm Common Stock Acquisiton 2020-05-21 302,798 $31.46 31,153,783 No 4 P Indirect See footnotes
Series C Liberty Siriusxm Common Stock Acquisiton 2020-05-21 605,870 $32.08 31,759,653 No 4 P Indirect See footnotes
Series C Liberty Siriusxm Common Stock Acquisiton 2020-05-22 312,928 $32.34 32,072,581 No 4 P Indirect See footnotes
Series C Liberty Siriusxm Common Stock Acquisiton 2020-05-26 795,354 $33.44 32,867,935 No 4 P Indirect See footnotes
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 J Indirect See footnotes
No 4 P Indirect See footnotes
No 4 P Indirect See footnotes
No 4 P Indirect See footnotes
No 4 P Indirect See footnotes
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Series C Liberty Siriusxm Common Stock Series C Liberty SiriusXM Rights Acquisiton 2020-05-15 4,292,304 $0.00 0 $0.00
Series C Liberty Siriusxm Common Stock Series C Liberty SiriusXM Rights Acquisiton 2020-05-21 383,813 $5.74 0 $0.00
Series C Liberty Siriusxm Common Stock Series C Liberty SiriusXM Rights Acquisiton 2020-05-21 137,069 $6.72 0 $0.00
Series C Liberty Siriusxm Common Stock Series C Liberty SiriusXM Rights Acquisiton 2020-05-22 195,386 $6.93 0 $0.00
Series C Liberty Siriusxm Common Stock Series C Liberty SiriusXM Rights Acquisiton 2020-05-26 460,654 $8.14 0 $0.00
Series C Liberty Siriusxm Common Stock Series C Liberty SiriusXM Rights Acquisiton 2020-05-15 76,354 $0.00 0 $0.00
Series C Liberty Siriusxm Common Stock Series C Liberty SiriusXM Rights Acquisiton 2020-05-15 4,170 $0.00 0 $0.00
Series C Liberty Siriusxm Common Stock Series C Liberty SiriusXM Rights Acquisiton 2020-05-15 2,333 $0.00 0 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
4,292,304 2020-05-18 2020-06-05 No 5 J Indirect
4,676,117 2020-05-18 2020-06-05 No 4 A Indirect
4,813,186 2020-05-18 2020-06-05 No 4 A Indirect
5,008,572 2020-05-18 2020-06-05 No 4 A Indirect
5,469,226 2020-05-18 2020-06-05 No 4 A Indirect
76,354 2020-05-18 2020-06-05 No 5 J Direct
4,170 2020-05-18 2020-06-05 No 5 J Indirect
2,333 2020-05-18 2020-06-05 No 5 J Indirect
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Series A Liberty Siriusxm Common Stock 14,860,360 Indirect See footnotes
Series A Liberty Siriusxm Common Stock 271,034 Direct
Series A Liberty Siriusxm Common Stock 14,800 Indirect See footnotes
Series A Liberty Siriusxm Common Stock 8,277 Indirect See footnotes
Series C Liberty Siriusxm Common Stock 542,068 Direct
Series C Liberty Siriusxm Common Stock 29,600 Indirect See footnotes
Series C Liberty Siriusxm Common Stock 16,554 Indirect See footnote
Footnotes
  1. These shares were acquired by certain subsidiaries and subsidiary benefit plans of Berkshire Hathaway Inc. ("Berkshire"). As a result of an agreement entered into on May 24, 2013 between Berkshire and the reporting person with respect to the reporting person's holdings of, and future transactions in, shares of Series A Liberty SiriusXM Common Stock ("Series A Shares"), Berkshire and the reporting person have agreed to file as a "group" under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The reporting person disclaims beneficial ownership of Series A Shares owned by Berkshire, Berkshire's subsidiaries and its subsidiary pension plans. This report shall not be deemed an admission that the reporting person is the beneficial owner of any Series A Shares that are not directly owned by the reporting person for purposes of Section 16 of the Exchange Act, or for any other purpose.
  2. These shares are owned by a daughter of the reporting person.
  3. The reporting person has or shares trading authority over these shares.
  4. The reporting person may be deemed presently to beneficially own, but only to the extent he has a pecuniary interest in, these shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 of the Exchange Act, or for any other purpose.
  5. These shares are owned by the Rita E. and Frank J. Weschler Educational Trust, of which the reporting person's daughters are beneficiaries.
  6. On March 16, 2020, Berkshire sold its interest in The Buffalo News, Inc. and therefore is no longer deemed to beneficially own the 240,000 shares of Series C Liberty SiriusXM Common Stock that were directly owned by the Buffalo News Editorial Pension Plan (175,000) and the Buffalo News Office Pension Plan (65,000). On March 16, 2020, the market value of the 240,000 shares of Series C Liberty SiriusXM Common Stock held by these plans was $7,029,600, based on the closing per share price that day.
  7. These shares were acquired by certain subsidiaries and subsidiary benefit plans of Berkshire. As a result of an agreement entered into on May 24, 2013 between Berkshire and the reporting person with respect to the reporting person's holdings of, and future transactions in, shares of Series C Liberty SiriusXM Common Stock ("Series C Shares"), Berkshire and the reporting person have agreed to file as a "group" under Section 13 of the Exchange Act. The reporting person disclaims beneficial ownership of Series C Shares owned by Berkshire, Berkshire's subsidiaries and its subsidiary pension plans. This report shall not be deemed an admission that the reporting person is the beneficial owner of any Series C Shares that are not directly owned by the reporting person for purposes of Section 16 of the Exchange Act, or for any other purpose.
  8. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from$30.81 to $31.80. The Reporting Persons undertake to provide Liberty Media Corporation ("Liberty"), any security holder of Liberty, or the staffof the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate pricewithin the range set forth in footnote 8 to this Form 4.
  9. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from$31.81 to $32.32. The Reporting Persons undertake to provide Liberty, any security holder of Liberty, or the staff of the Securities andExchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range setforth in footnote 9 to this Form 4.
  10. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from$31.84 to $32.65. The Reporting Persons undertake to provide Liberty, any security holder of Liberty, or the staff of the Securities andExchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range setforth in footnote 10 to this Form 4.
  11. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $33.07 to $33.80. The Reporting Persons undertake to provide Liberty, any security holder of Liberty, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 11 to this Form 4.
  12. In Mr. Weschler's Form 4 filing of May 31, 2017, the number of Series C Shares held by the Rita E. and Frank J. Weschler Educational Trust was inadvertently reported as 16,544 shares.
  13. As described in Liberty's Form S-3ASR filed with the Securities and Exchange Commission on May 14, 2020, Liberty has distributed subscription rights to holders of its Series A and Series C Liberty SiriusXM Common Stock to acquire shares of its Series C Liberty SiriusXM Common Stock (the "Series C Liberty SiriusXM Rights"). In the rights offering, each Series C Liberty SiriusXM Right will entitle the holder to a basic subscription privilege and an oversubscription privilege. Under the basic subscription privilege, each whole Series C Liberty SiriusXM Right will entitle the holder to purchase one share of Liberty's Series C Liberty SiriusXM Common Stock at a subscription price of $25.47.
  14. Continued from footnote 13: Under the oversubscription privilege, each rightsholder that exercises its basic subscription privilege will have the right to subscribe, at the subscription price, for up to that number of shares of Liberty's Series C Liberty SiriusXM Common Stock which are not purchased by other rightsholders under their basic subscription privilege.
  15. Pursuant to Rule 16a-9(b), the acquisition of Series C Liberty SiriusXM Rights granted by Liberty on May 15, 2020 is exempt from Section 16 of the Securities Exchange Act of 1934 and is being reported hereto on a voluntary basis.
  16. As described in Liberty's Form S-3ASR filed with the Securities and Exchange Commission on May 14, 2020, the rights offering commenced on May 18, 2020 and expires on June 5, 2020. Liberty's board of directors may terminate the rights offering for any reason before the expiration time. Liberty may extend the expiration time of the rights offering for any reason and for any length of time beyond June 5, 2020, at the discretion of its board of directors. However, Liberty may not extend the expiration time of the rights offering for more than 25 trading days past the original fourteen trading day subscription period. All exercises of Series C Liberty SiriusXM Rights are irrevocable even if Liberty's board of directors determines to extend the expiration time.
  17. These Series C Liberty SiriusXM Rights were acquired by certain subsidiaries and subsidiary benefit plans of Berkshire. As a result of an agreement entered into on May 24, 2013 between Berkshire and the reporting person with respect to the reporting person's holdings of, and future transactions in, shares of Series A and Series C Liberty SiriusXM Common Stock, Berkshire and the reporting person have agreed to file as a "group" under Section 13 of the Exchange Act. The reporting person disclaims beneficial ownership of Series C Liberty SiriusXM Rights (and the underlying Series C Shares) owned by Berkshire, Berkshire's subsidiaries and its subsidiary pension plans. This report shall not be deemed an admission that the reporting person is the beneficial owner of any Series C Liberty SiriusXM Rights (and the underlying Series C Shares)
  18. Continued from footnote 17: that are not directly owned by the reporting person for purposes of Section 16 of the Exchange Act, or for any other purpose.
  19. The price reported in Column 8 is a weighted average price. These rights were purchased in multiple transactions at prices ranging from $5.38to $6.37. The Reporting Persons undertake to provide Liberty, any security holder of Liberty, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of rights purchased at each separate price within the range set forth in footnote 19 to this Form 4.
  20. The price reported in Column 8 is a weighted average price. These rights were purchased in multiple transactions at prices ranging from$6.3872 to $6.90. The Reporting Persons undertake to provide Liberty, any security holder of Liberty, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of rights purchased at each separate price within the range set forth in footnote 20 to this Form 4.
  21. The price reported in Column 8 is a weighted average price. These rights were purchased in multiple transactions at prices ranging from $6.57to $7.30. The Reporting Persons undertake to provide Liberty, any security holder of Liberty, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of rights purchased at each separate price within the range set forth in footnote 21 to this Form 4.
  22. The price reported in Column 8 is a weighted average price. These rights were purchased in multiple transactions at prices ranging from $7.64 to $8.41. The Reporting Persons undertake to provide Liberty, any security holder of Liberty, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of rights purchased at each separate price within the range set forth in footnote 22 to this Form 4.
  23. These Series C Liberty SiriusXM Rights are owned by a daughter of the reporting person.
  24. The reporting person has or shares trading authority over these Series C Liberty SiriusXM Rights.
  25. The reporting person may be deemed presently to beneficially own, but only to the extent he has a pecuniary interest in, these rights. The reporting person disclaims beneficial ownership of these rights except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these rights for purposes of Section 16 of the Exchange Act, or for any other purpose.
  26. These Series C Liberty SiriusXM Rights are owned by the Rita E. and Frank J. Weschler Educational Trust, of which the reporting person's daughters are beneficiaries.