Sanchez Daniel E. converted options into 1,863 units of Class A Common Shares, covered exercise/tax liability with 295 units of Class A Common Shares, converted options into 3,726 units of Class C Common Shares and covered exercise/tax liability with 589 units of Class C Common Shares, increasing direct ownership by 274% to 6,734 units (SEC Form 4)
$LBTYB
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| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Liberty Global Ltd. [ LBTY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/21/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Shares | 05/21/2024 | M | 1,863 | A | (1) | 3,662 | D | |||
| Class A Common Shares | 05/21/2024 | F | 295 | D | $16.86 | 3,367 | D | |||
| Class C Common Shares | 05/21/2024 | M | 3,726 | A | (1) | 7,323 | D | |||
| Class C Common Shares | 05/21/2024 | F | 589 | D | $17.17 | 6,734 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Share Units A | (1) | 05/21/2024 | A | 3,333 | (2) | (2) | Class A Common Shares | 3,333 | (1) | 3,333 | D | ||||
| Restricted Share Units C | (1) | 05/21/2024 | A | 3,333 | (2) | (2) | Class C Common Shares | 3,333 | (1) | 3,333 | D | ||||
| Share Option A (right to buy) | $17.01 | 05/21/2024 | A | 8,831 | (3) | 05/21/2034 | Class A Common Shares | 8,831 | $0 | 8,831 | D | ||||
| Share Option C (right to buy) | $17.5 | 05/21/2024 | A | 8,831 | (3) | 05/21/2034 | Class C Common Shares | 8,831 | $0 | 8,831 | D | ||||
| Restricted Share Units A | (1) | 05/21/2024 | M | 1,863 | (4) | (4) | Class A Common Shares | 1,863 | (1) | 0 | D | ||||
| Restricted Share Units C | (1) | 05/21/2024 | M | 3,726 | (4) | (4) | Class C Common Shares | 3,726 | (1) | 0 | D | ||||
| Explanation of Responses: |
| 1. Each Restricted Share Unit represents a right to receive one share of Issuer's Class A common shares or Class C common shares, as the case may be. |
| 2. The Restricted Share Units will vest on the date of the Issuer's 2025 annual general meeting. |
| 3. The option vests in three equal annual installments commencing on the date of the Issuer's 2025 annual general meeting of shareholders and on the date of each annual general meeting of shareholders thereafter. |
| 4. The Restricted Share Units vested in full on the date of the Issuer's 2024 annual general meeting. |
| Remarks: |
| On November 24, 2023, the Issuer became the successor issuer of Liberty Global Holdings Limited (formerly Liberty Global plc, a company incorporated under the laws of England and Wales) pursuant to Rule 12g-3(a) of the Securities Exchange Act of 1934, as amended. On such date the Issuer completed a series of transactions, including a redomiciliation, pursuant to a statutory scheme of arrangement under English law, as a result of which Class A, B and C ordinary shares of Liberty Global plc were exchanged for Class A, B and C common shares of the Issuer on a one-for one basis. The trading symbols for the Issuer's classes of common shares are LBTYA, LBTYB, and LBTYK. |
| /s/ Cory Smith, Attorney-in-Fact | 05/23/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||