Gregory B. Maffei - Aug 23, 2024 Form 4 Insider Report for Liberty Media Corp (LSXMA)

Role
President, CEO, Director
Signature
/s/ Katherine C. Jewell as Attorney-in-Fact for Gregory B. Maffei
Stock symbol
LSXMA
Transactions as of
Aug 23, 2024
Transactions value $
-$826,967
Form type
4
Date filed
8/26/2024, 05:13 PM
Previous filing
Jun 14, 2024
Next filing
Aug 28, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LSXMA Series C Liberty SiriusXM Common Stock Award $0 +81.7K +1.83% $0.00 4.55M Aug 23, 2024 Direct F1
transaction LSXMA Series C Liberty SiriusXM Common Stock Tax liability -$827K -35.8K -0.78% $23.13 4.52M Aug 23, 2024 Direct
holding LSXMA Series C Liberty SiriusXM Common Stock 179K Aug 23, 2024 Maven 2017 - 2 GRAT F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares underlying performance-based restricted stock units granted to the Reporting Person on March 5, 2024 that were subject to the satisfaction of performance criteria, the vesting of which was accelerated as explained in the Remarks section below.
F2 The Reporting Person is the sole trustee of the grantor retained annuity trust, for the benefit of himself, his spouse and his children.

Remarks:

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"). 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 Series C Liberty SiriusXM common stock ("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. In connection with the proposed Transaction, the vesting of the equity award reported herein was accelerated to August 23, 2024 and such performance-based restricted stock units were deemed satisfied at 100% of "target" in accordance with the Reorganization Agreement.