Renee L. Wilm - Aug 23, 2024 Form 4 Insider Report for Liberty Media Corp (LSXMA)

Role
Chief Legal/Admin Officer
Signature
/s/ Katherine C. Jewell as Attorney-in-Fact for Renee L. Wilm
Stock symbol
LSXMA
Transactions as of
Aug 23, 2024
Transactions value $
-$408,522
Form type
4
Date filed
8/26/2024, 05:14 PM
Previous filing
Mar 19, 2024
Next filing
Aug 30, 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 +32.8K +182.9% $0.00 50.7K Aug 23, 2024 Direct F1
transaction LSXMA Series C Liberty SiriusXM Common Stock Award $0 +9.47K +18.69% $0.00 60.2K Aug 23, 2024 Direct F2
transaction LSXMA Series C Liberty SiriusXM Common Stock Tax liability -$409K -17.7K -29.36% $23.13 42.5K Aug 23, 2024 Direct

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 -32.8K -100% $0.00 0 Aug 23, 2024 Series C Liberty SiriusXM Common Stock 32.8K Direct F3, F4
* 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 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 Note 4 below.
F3 Each restricted stock unit represents a contingent right to receive one share of LSXMK.
F4 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 awards reported herein was accelerated to August 23, 2024 and, specifically with respect to the acceleration and vesting of performance-based restricted stock units granted to the Reporting Person, such performance-based restricted stock units were deemed satisfied at 100% of "target" in accordance with the Reorganization Agreement (as defined in the Remarks section).

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.