SEC Form 4 filed by Chairman and CEO of the Braves Mcguirk Terence F
$BATRK
Services-Misc. Amusement & Recreation
Consumer Discretionary
| 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
Atlanta Braves Holdings, Inc. [ BATRA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/21/2024 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| Profits Interest Units of JCM AB LLC(1) | (2) | 08/21/2024 | A | 100 | (2) | (2) | Series B Common Stock(3) | 887,079 | $0 | 100 | D | ||||
| Explanation of Responses: |
| 1. On August 21, 2024, Terence McGuirk and affiliates of John Malone entered into an operating agreement whereby Mr. McGuirk was granted 100 profits interest units in JCM AB LLC generally entitling Mr. McGuirk to receive the portion of the proceeds of any transfer by JCM AB LLC of the 887,079 shares of Series B Common Stock held by JCM AB LLC (the "Malone Series B Shares") exceeding $50 per share. Mr. McGuirk also entered into a proxy and voting agreement with JCM AB LLC and certain of its affiliates pursuant to which Mr. McGuirk was appointed the proxy to vote the Malone Series B Shares on specified matters, and JCM ABC LLC and its affiliates granted Mr. McGuirk a right of first refusal with respect to the transfer of ownership of the Issuer's shares. On account thereof, Mr. McGuirk may be deemed to have acquired beneficial ownership of the Malone Series B Shares, which Mr. McGuirk expressly disclaims. |
| 2. The profits interest units in JCM AB LLC constitute an interest in the future profits and losses of JCM AB LLC, which owns the Malone Series B Shares; provided, that the profits interest units do not have any value unless and until the fair market value of the Malone Series B Shares exceeds $50.00 per share. The terms of the JCM AB LLC operating agreement generally entitle Mr. McGuirk to the right to receive the portion of the proceeds of any transfer by JCM AB LLC of the Malone Series B Shares that exceeds $50.00 per share. Mr. McGuirk does not have the right to direct the disposition of the Malone Series B Shares, which is in the sole discretion of the John C. Malone 1995 Revocable Trust. |
| 3. Each share of Series B Common Stock is convertible, at the holder's election, into one share of Series A Common Stock, at any time for no consideration other than the surrender of the share of Series B Common Stock for each share of Series A Common Stock. |
| /s/ Terence F. McGuirk | 08/23/2024 | |
| ** 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. | ||